


Academy XXX

by NidoranDuran



Category: X-Men (Comicverse)
Genre: Anal Sex, Bisexual Female Character, Blow Jobs, Casual Sex, Corruption, Costume Parties & Masquerades, Creampie, Cunnilingus, Double Penetration, Exhibitionism, F/F, F/M, Group Sex, Mind Control, Multi, Open Relationships, Oral Sex, Orgy, Plot What Plot/Porn Without Plot, Public Sex, Semi-Public Sex, Sex Education, Vaginal Sex, Voyeurism
Language: English
Status: In-Progress
Published: 2016-12-28
Updated: 2017-02-08
Packaged: 2018-09-12 23:32:50
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 15
Words: 95,303
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/9095536
Author URL: https://archiveofourown.org/users/NidoranDuran/pseuds/NidoranDuran
Summary: After M-Day and its ravaging of the mutant race, Xavier Institute headmistress Emma Frost enacts an initiative to teach a new generation of mutants how to continue their species. But the X-Mansion is never drama free, and when Prodigy is assigned to Emma herself to be given hands-on lessons, he finds their relationship very heated, as well as a rivalry with Emma’s prize student Hellion and a growing sense of debauchery that consumes the whole school. Set around the Academy X era of New X-Men. Commission for Jviper.





	1. Chapter 1

“This was hardly my plan,” Emma said, voice cool and steady, airing disdain instead of the bubbling fury beneath her calm veneer. The entire table could tell, and watched with uncertainty as her eyes stared Beast down so hard they wondered if she was trying to develop a tertiary mutation and inherit the powers of her boyfriend, Cyclops. To blast the blue furred mutant's head right off. “And might I remind you that he is not event a mutant.”

Beast kept steady even in the face of Emma's frustration. She rarely snapped, but he could tell how angry she was, and that it was directed largely at him, but he couldn't show aggression in return. He wasn't the kind of beast who did, in fact; he remained calm as he explained to her, “Although depowered, Prodigy is still a mutant, genetically speaking. In my attempts to undo the mass depowering, I have examined all of the mutants who remained with us, and have determined that their x-genes are still active, which means that for the purposes of your plan, he remains a very viable candidate. Doubly viable, as of course I performed some examinations on the student body to gauge their fertility, and he proved to be one of those most potent.”

“And it was your Cuckoos who removed the mental block and gave Prodigy all of his knowledge back,” Storm added. “Would that be a factor in him over any of the other depowered mutants, Hank?”

“I haven't examined the possibility, but his retention of what he did receive from his powers serves to illustrate that he remains a mutant on a biological level.”

Emma's fingers pressed harder into the table, leaving her more furious with each passing word, each additional point in Beast's favour, because the technicalities of biology were not what she wanted to hear anything about. “This is exactly why I wanted to do the selections myself.”

Everyone looked for a moment toward Scott, who remained silent, his ruby quartz glasses ensuring that nobody was able to get a read on how he felt, but it was clear he was not going to speak up against his lover, as much as the rest of the room may have wanted him to throw some reason around. It wasn't going to happen, and although disappointed, nobody could say they were truly surprised. Every teacher at the Xavier Institute sat at that table, their headmistress fuming beneath her icy exterior, but ultimately powerless to stop what was happening.

The months after M-Day, when the mutant population was, save for a narrow few hundred, utterly depowered, left the world in a state of panic and change, nowhere more so than at the Xavier Institute, which became an open bastion to the world's remaining mutants and a great many of the depowered ones who found themselves still hunted by those who hated mutants, now left powerless to defend themselves against hate crimes. As the de facto leaders of the mutant population, the teachers spent a great deal of time trying to think about how to deal with the fallout, with the tumultuous future ahead of them and the uncertainty that the mutant race may die out entirely. The scientifically gifted Beast had spent a long time looking into reversing the process by studying the victims of the event and comparing them to those who remained, but had not yet broken any major ground.

Headmistress Emma Frost had other ideas, ideas that took a great deal of debate and explanation to begin, though the teachers silently feared that there had been a bit of psychic interference in the deliberations, an accusation none would make out loud for fear of the repercussions. Her proposal was a very libertine one, involving the elder generation of mutants teaching a thorough and hands-on program of sexual education the younger ones, fully open to the risks of impregnation that may have followed. Embracing them, even. The implications and fears were obvious, of grooming the future of their race to be a much more sexually open one, perhaps almost too open. Accusations about the former Hellfire Club queen's hedonistic side shining through a little too hard lacked any proper arguments against the point, and on a few important conditions, the program was developed.

The highest priority among those conditions was putting the execution and full development of the program into hands unanimously agreed to be trustworthy and free of an agenda; Beast was the obvious choice for that. He devised a system that would involve the teachers mentoring the students who his tests concluded would be the most viable candidates for such a measure, ones who would receive in-depth private lessons with a teacher they would be matched to. The other students would still be given thorough courses in sexual education, and on Emma's insistence, the ban on student-teacher relations was removed to allow the others to learn as well, if given the opportunity to. It had all gone swimmingly for Emma, who only had to use the lightest of nudges to urge the more reticent teachers along to her way of thinking, and the plan seemed to be going perfectly.

Until that moment, when Hank had told her the student who would be her primary project. David Alleyne, codenamed Prodigy, had lost his powers on M-Day like tens of thousands had, but remained at the school for his own safety. His abilities allowed him to attain the knowledge of those in his proximity, until their untimely removal. The Stepford Cuckoos, a hive mind of telepathic sisters grown from ovum harvested from Emma Frost, who became their mother and mentor, had lifted a mental block from his mind that even when empowered had kept him from recalling the retrieved knowledge after time had passed, and brought all of the information he had ever known from countless people flooding into his mind all at once, allowing him to stay on as a strategic and scientific mind that could help the Institute in a great many ways.

But in Emma's mind, he was no longer a mutant. A poor donor for her plan to continue the mutant race, and an even worse lover to have attached specifically to her.

She looked around, realizing that almost everyone looked at her discerningly and with caution. She knew that she wouldn't have gotten away with any more tampering than she already had, and was generally trying to keep a low profile in terms of the use of her powers for personal gain; even she felt it was getting excessive. There was no way out of this, no clear solution to get it the way she wanted; not yet, at least. Emma was crafty and knew that there were opportunities aplenty to set Prodigy up to fail, to be rid of him.

“Fine,” was her response, voice so cold that the room almost dipped in temperature.

“Well then, if there are no other objections, then I suppose we are all in agreement,” Beast concluded. “This may well be the saving hope of our people, so let's all pray that this goes well, and perhaps by this time next year we will have the birth of a baby mutant to celebrate.”  
*************  
“How did you score Emma, you lucky bastard?” Hellion asked, staring incredulously at Prodigy. The telekinetic couldn't believe that he hadn't been the one to get assigned to Emma, who had been his teacher from the very beginning, who had quickly become a favorite of hers. He even bore the name of her late team as his Mutant codename, his reverence for the psychic so deep he was willing to let it become a part of his identity. And yet it was David, the former mutant, who now held the coveted position as the one who would be learning sex directly from the headmistress.

David simply shrugged. “I don't know, guess I'm just that good.” The two had always had a bit of an understated rivalry going, back and forth remarks tossed each others' way when the opportunity presented itself, and he could tell from his reaction that those tensions were flaming up even more mightily than they had before, that this jealousy was going to spark something new. “But it's not like you did too bad either, Julian; you got assigned to Storm. Everyone's going to be jealous of you, too.”

Which was true, and Hellion knew it. The African weather goddess may not have sat on the same pedestal as Emma did, but she was drop-dead gorgeous in her own right. In fact, mere admittance to the special element of the program was a big deal; there were no unattractive teachers at the Xavier Institute for Higher Learning, and he was going to be the envy of all the other boys no matter who he was assigned. But it wasn't about having sex with a beautiful woman, it was about having sex with the most beautiful woman, the one whom he saw as an idol and an inspiration.

“Oh, you find Storm hot, good. Wanna trade?” he sneered.

“Well now that you make the offer, no, I think I'm going to stick with this. I think you want it a little too much, and I can't give it to you now.” Prodigy loved having the advantage over Hellion, something that couldn't be contested or spun differently; the perfect comeback at all times. “But if it's any consolation, I'm sure Emma's heartbroken about it too. Not that she's going to be thinking about it too much when she's on all fours screaming my name.” Knowing full well that retaliation was on its way, he ducked under the potted plant suddenly hurtling toward the back of his head; although no longer a mutant, he kept in excellent combat shape, and the knowledge he'd acquired made him a formidable fighter possessing a mastery in multiple martial arts. Being the utter summation of all the knowledge every member of the X-Men ever had certainly brought its benefits. “Should I be taking that as a challenge?”

Hellion stopped the pot just short of hitting his own head, and with the telltale clicking heels of Psylocke coming down the hall--it was easy to tell her stride by the principled steadiness of it--he quickly put it back before he could be reprimanded. “Think of it more like a declaration of war,” he said, eyes narrowed as Psylocke rounded the corner only half a second after the pot settled back onto the table.

Prodigy rolled his eyes, playing his advantage for all it was worth, and it was worth plenty. “You might be the only person in the world to ever be told that Ororo Munroe is giving a chump like you unlimited access to her vagina for the sake of the mutant race, and find a way to whine about it. But, I'll accept your declaration of war, whatever that's supposed to mean, and I'll think about how well I'm sticking it to you when I'm fucking your favorite teacher's face.”

Pixie rolled her eyes as she passed by, catching the vulgar boast at its tail end. “You two can't stop being boys for one minute, can you? We have a job to do in helping the mutant race continue, but all you can do is brag about how hot your teachers are.”

“Weren't you just talking about how big a hunk Cyclops was and how glad you are that you were assigned to him?” Hellion asked, and with Psylocke drawing nearer, tried to ease up a little instead of retorting with another telekinetically hurled object. Something heavier, probably; Prodigy was earning the bigger impact every time he opened his mouth.

“Well yeah,” Pixie said cheerily, “But that's because he is!”  
********  
Emma tried not to think much about Prodigy as she settled down into bed and awaited the student, who was kept late in a meeting with Beast. Instead, she focused on all of the positives of the day, how well it had all gone; her plan had gone through quickly, and although she genuinely did have the future of mutants at the forefront of her mind, the chance to make the Institute a little more fun and perhaps even hedonistic was certainly an enjoyable side-effect. She had taken rather well to life in the more positive role that being a part of the X-Men brought, but there were some elements of her old life at the Hellfire Club that one couldn't help but miss; it was always exciting in ways that didn't involve being besieged by armies of crazed racists or having to rescue the students from being tortured by overthrown rulers of Limbo. It was an excitement that they could have used more of, and maybe some orgasms would serve to lighten up the mood a little bit.

She lay on the bed in a white corset and thigh-high socks, fully ready for her student to arrive, but she didn't mind if he took all night and perhaps just never showed up. There was enough fun to be had for the unscrupulous telepath elsewhere; namely in the misuse of her powers to watch how well the rest of her little plan was shaping up.

The very first look went to her prize student Hellion, who would have made a much more worthy assignment for her, but the virile telekinetic had been instead given to Storm. But at least Ororo would give him what he deserved, the sky goddess well versed in the sexual arts and promising to leave her favorite pupil enjoying himself greatly. And through his eyes, she was given an idea of just how well they were turning out.

“Patience and finesse are key,” Storm said, her accent even thicker than normal when she was turned on, and straddling the lap of the young telekinetic had her more turned on than she probably should have wanted to be. She had her hands around his back, one in his hair to help keep him upright as she bounced on his cock, her ample breasts pressed firmly into his face. “You have the strength and oh, by the goddess do you have the size, but they are tools that you must learn to use.”

To reinforce this message, she moved atop him with a steady pace, letting him savour the feelings of her slick vaginal walls dragging along his cock, holding tightly around the girthy length as she took her time with him. The lesson was an obvious one, and even though he wanted to roll her onto her back and take charge with something more intense, the pleasures were strong enough to keep him in place, his hands gripping her round ass, fingers dug into the dark flesh of her plump rear and kneading it as the rise and fall of her body helped guide him, the rolling motion of his arms to go with her showing that he understood the rhythm she was going for and appreciated it. It was an appreciation certainly helped by the fact he had a simply gorgeous woman moaning as she rode his dick; he would have gladly gone with pretty much anything she asked given how good it felt.

His grumpiness about not being assigned Emma became a distant afterthought once Ororo was upon him, once her perfect breasts were shoved into his face and the hand in his hair kept him against them. They were round, perky, and plump, with hardened nipples and round, large areolae of a lighter brown than the deep black of the rest of her. It was hard to think about another woman when such a perfect pair of breasts was forcefully making its presence known, the gorgeous white-haired women who possessed them moaning as her hand gripped his back tighter, and on her desperate urging, he took one into his mouth and began to suck on the pert nipple, drawing even sweeter moans from her lips.

Her lesson became a little unwound as she moved faster, the pleasure surging through her with more potency than she was prepared for. “Yes,” she moaned, “That is perfect. Focus on the ways that you can pleasure your partner with more than just your penis; you have hands and lips, and they can be used to make a woman melt against you.” Her voice quivered, some words coming out tinged with sweet cries, others tilting upward in pitch as she bit her lip. Her head rolled back, the pleasure taking her and urging her faster, and she held as fast as she could to her composure as she keep the point she was trying to make from not unraveling completely. And to her credit, she did manage to hold on enough not to start bouncing on his lap quite like she could have been.

Pixie, however, did bounce, and she bounced hard. Emma's own lover lay on his back one room away from the headmistress, his hands on the pink-haired girl's hips as he watched her lithe body move frantically in his lap. She was fired up and throwing herself eagerly into something she had clearly wanted for a very long time now; Scott Summers' cock. Her hands ran along her wiry body, up to her very small breasts, which she rubbed and fondled regardless of their size, moans spilling messily from her lips. “Am I doing well, Professor Summers?” she asked breathily, eyes shut tight in pure, adrenaline-fueled lust.

“You're doing very well, Miss Gwynn,” Cyclops replied, keeping things very formal even as she rode his lap, even as her soaked pussy leaked sticky quim down onto his heavy balls and her inner walls clenched hungrily around his cock, so tight he was shocked she could even take him all the way down without pain. And yet she moved too frantically to have been struggling with it; she was feeling nothing but pure, burning arousal and excitement, which put him at ease. The last thing he wanted was to hurt a student on his first time with Emma's new initiative on the line, but her pain-free enjoyment let him unwind a little and get into the act more, reminded of himself and Jean in their younger, more wild years.

His hips rocked upward, the fairy-like girl driven up with enough force she lifted an inch off of his lap and slammed back down on his cock. The impact sent a jolt of pure bliss up her spine that made it arch back as she howled a high-pitched, excited, “Fuck me! Oh please Professor Summers, fuck me hard. I've had a massive crush on you since I first came to this school and this is amazing!” Her jaw quivered as her head leaned back, only for her body to snap forward, hands to press down against his stomach for balance and feel his abs as she picked up the pace even harder. It was a dream come true for Pixie, the fulfillment of her silly teacher crush that she would have never imagined would actually come true, let alone feel so good.

Emma's fingers sank deep into her primed pussy as she spied on Scott and Megan, in both of their minds, looking through their eyes, feeling all of their emotions and letting them fuel her masturbation. She had her psychic hooks dug into all the teachers giving the 'private lessons' to their assigned students, and let the sweet deluge of pleasure carry her away. Livening up the mood of the mansion by having so many people releasing all of these positive emotions would reflect back on her mood; as a powerful psychic, sometimes Emma could be a little too effected by what was happening around her, but the hedonistic bliss she was cultivating would leave her in the frame of mind she found most desirable.

“I was gonna say that this is your lucky day, sugar,” Rogue said, her thick Southern drawl sensual and husky as she wrapped her ample breasts around Elixir's cock, “But I can't remember the last time I got this itch scratched, so I guess it's mine, too.” Matching her with Elixir was the only possible answer to the obvious complications involved on Rogue having sex with anybody. A quick test of his powers beforehand proved that he could handle sustained physical exposure to Rogue, able to immediately heal the draining effect of her own abilities. For Elixir, it meant having sex with the unobtainable southern belle that just about every student lust after, while for Rogue it meant someone with whom she could carry on a physical relationship without fear of hurting them, finally sating her long repressed sexual appetites.

The warm, plump flesh of her breasts enveloped Elixir's cock, and he shuddered as he felt the amazing sensations, his hands stroking her cheek and running through her hair, showering the smiling teacher in as much physical affection as he could, wanting to see her smile more than anything in the world; it was big , infectious, and bright. “No, it's definitely mine,” he assured her, playing up the sweetness of the moment to see her smile widen. The gold-skinned healer helped ease some of the awkwardness of the strange situation by getting a little sappy, knowing this was purely physical, but that some emotion and positivity could put them both at a bit more comfort. “Because tomorrow, I get to brag about something that nobody else can ever one-up.”

Rogue laughed along with Elixir as his hips rocked up off the bed and he started to thrust slowly into her plump tits, leaving her smiling and licking her lips as his head poked out the top, gold like the rest of his skin, and dripping pre down her cleavage. “You'd kiss and tell with a nice southern gal like me? Well, I never.” She smirked, fingers reaching for her nipples and rubbing them, pinching and teasing the sensitive bundles of nerves as she moved her breasts up and down a little, adding to the thrusting motion with some friction of her own as she let the student fuck her tits. “You can do better than Remy for dating advice; that man is far from a gentleman.”

He was, however, the first student to take full advantage of the program's open policy on teachers having sex with students. He'd been assigned Surge as his student, but had quickly snared Armor in his web as well, figuring that if there was nothing forbidding him from bringing other students into his bed--that he was in fact encouraged to do so, if he desired--that the program's kick-off could not be done any better than in a threesome. There was no shame in his decision, as much as the other teachers were going to roll their eyes at him upon discovering just how quickly he went for it; whatever judgment they may have had was well worth the pleasure that came with his decision.

“What did I tell you, Noriko?” he asked, running his fingers through Surge's blue hair, the other hand lost in Armor's black. “It's always more fun if you bring a friend, and sharing my balls with Hisako here is bringing you closer together too.” Most of what he was insisting was bunk, but he had to gorgeous Asian mutants smiling up at him as they knelt in front of their teacher on the bed in front of the bed, each one with one of his balls in their mouth, sucking and slurping lewdly, their eyes looking past his muscular body and the rigid cock that twitched and throbbed before them. It was cloud nine as far as he was concerned, leaning back and smiling as he admired the view and how great it was to be a teacher all of a sudden.

As they sucked their teacher's balls, each girl had a hand down between each other's legs, rubbing the dripping mound of the girl beside as they toyed and explored with one another as much as with him. All a part of his education, he insisted with a cocky smile and some Cajun charm; they hardly bought it, but the pleasure of another's touch as they licked and slobbered all over the handsome teacher's nuts kept them playing along as they learned through a lurid threesome what Gambit wanted to teach them, on top of a little more. Like the way their eyes lingered a little long on each other, and how to trace words into each others' thigh with their fingers.

That silent communication let them take Gambit totally by surprised as they released his now saliva-soaked balls and both dragged their tongues up his cock, which throbbed excitedly at the sudden pleasure it was receiving, his hands remaining in their hair simply to caress and hold; he didn't want to guide or urge them away from whatever this was. Steadily running up his length, the two tongues met at the tip and the two students shared a sloppy, open, feverish kiss with his cock in the middle, pre spurting out to light up their taste buds and flavour the messy experimentation of two girls throwing their all into the moment.

Emma moaned as she watched Gambit sink easily into debauchery, clearly the most willing of all the teachers to indulge in his more base desires; she never thought she would be getting off to him getting head, but her fingers sank deep and fast into herself as she lingered in the flood of emotions the three brought on, especially the two girls learning quite a lot about themselves as they kissed another girl for the first time, finding it more appreciable than they'd thought possible. Getting invested in other peoples' sex had become second nature for the psychic, who voyeuristically reveled in the confused but excited experimentation in that room, Rogue finally knowing a man's touch in the next room. In the room beside Emma's own, she could feel her lover give in to an adoration of his student that he had kept hidden and quiet, but was now able to indulge gleefully. Everyone in the mansion had these desires, and she considered herself a generous soul for letting everybody find them at long last, accept what they wanted and take it.

But a knock on her door saw an end to that high.

Fingers withdrew from Emma's dripping snatch, leaving the blonde groaning as she pulled a blanket over her lower body. “Come in,” she said, and was disappointed to find that the intruder was exactly who she expected it to be; Prodigy. “You came by after all,” she noted. “I guess I should have expected that.”

“You definitely should have,” David said, closing the door behind him and locking it. “I mean, you are a psychic after all.” He wasn't entirely sure what to expect from Emma, especially with a snarky remark like that being the first thing out of his mouth to kick off their new 'relationship', but the narrowing of her eyes and the slight lift of her lip up from her teeth certainly was not at the top of his list.

“Let me make this abundantly clear,” she said sternly, voice remaining cold and driven by utter disdain. “The only reason you are here is because Beast is the one who organized my program, and he believes that you are still enough of a mutant to qualify. I do not believe you are, but have to at least give you a chance to. If you would like to make my job easier by speaking to me with such disrespect that I can kick you from the grounds permanently, then please do continue and spare us both the time wasted on this folly. Or, you could be spared the fate of unceremonious ejection from the grounds and almost certain encounters with a group of people who still believe you to be a mutant in the absolute worst of ways, by putting your mouth to good use elsewhere.”

Having Emma's dislike of him laid out so bitingly was rather intense and a little hurtful, nails twisting and digging in as she talked about how she felt about him and his mutant status. It put a heavy damper on the excitement he'd had in regards to having regular, amazing sex with the gorgeous headmistress. Those thoughts were quickly put aside, though, as she lifted the blanket up from herself, revealing not only her breasts flaunted by a tight, perfectly fitted corset, but the revelation that from the waist onward, she wore nothing but her thigh-high socks, exposing her already primed, soaked pussy topped off with a little patch of gold. It was clear what good use she had in mind for his mouth, her long legs parting as she shed the cruel, confrontational veneer of a woman who eschewed icy passive aggression for flat-out stating her disgust. In its place, an almost disorientingly welcoming expression, fingers urging him forward as she bit her lip, wearing the deep arousal left within her on her face.

As much as she didn't want him to be the star of her little breeding program, she'd spied long enough on the others, and needed it bad enough that she was willing to let his service fall under the umbrella of giving him a chance, but putting it on her own, dominant terms.

Even if it didn't involve sinking his dick into that gorgeous mound, he was all too happy to perform, to give Emma exactly what she asked for, like any student at the Xavier Institute in their right mind would have. He strode forward and climbed onto the bed, crawling forward as his mind began to flare up with all the information he could have needed. The innumerable number of minds he'd soaked in imparted him with many knowledges, including a deep understanding of sex from all angles and approaches, the whole spectrum of kinks and acts an innate instinct that let the virginal former mutant key into exactly what he needed to do to give the experienced woman an oral experience she would never forget.

His trump card? Cyclops.

His hands ran along her legs, easing them apart as he got into position, head lowering until it was between her milky thighs and he laid his first kiss onto her quivering mound, fingertips softly pressing into her inner thighs, both holding them apart and massaging them as he slipped his tongue out and began to drag it along her quivering mound. For anyone else, there would have been immense pressure to perform, a beautiful woman who had known much, much better than some virgin could provide that he would have had to fear disappointing, but his powers kept him from having to worry about that, letting him tap into an area he never had before; he was going to surprise her with what he could do, and prove her bitter ass wrong.

Right out the gate, he got to licking and lapping at her folds, her thighs snapping down around his head as she got a hand in his hair, asserting herself aggressively at the dominant bitch in charge everyone assumed she would have been in the bedroom. His skill right of the gate took her by surprise, and her means of coping with the sudden rush of oral ability was to take the reigns, start grinding against his lips. “You aren't too bad at this,” she said with enough venom that it turned into a backhanded remark, her sixth sense reaching into his mind to find that he was drawing upon the intimate knowledge of how to make Emma scream that belonged to none other than Scott himself, which made the fury flash into a raging boil as she realized the game he was playing.

But his hands cupped her rear and he pulled her bottom up off the bed, shoving his face down into her folds and devouring her delicious pussy, combining the mental mapping of her most sensitive spots that Cyclops could provide with something a bit more wild and feral; he wasn't entirely sure where some of these pieces of knowledge came from, but something was telling him to eat her out like it was his last supper, and so far that approach was paying off, giving enough fire that even the anger began to melt away, her fury conceding to the more potent sensation of lust. The more he sucked at her labia or buried her clitoris under a flurry of licks, the harder she moaned, the more she squirmed and writhed on the bed.

She hated that she was giving in so easily, that her body and mind were in agreement that regardless of how she felt about him and his continued presence in her sex life, he ate pussy like she couldn't believe, as much as he cheated his way into those skills. Prodigy lived up to his name. Writhing on the bed, Emma kept her aggression as high as possible, shoving his face harder into her sopping wet pussy as she bucked frantically upward, fucking his face in an attempt to hold onto control and composure, to dominate him so thoroughly that even her moans were not an admittance of defeat or his abilities, but rather wild enjoyment of acceptable sex. It wasn't as convincing as she wanted it to be and they both knew it, but she didn't have a choice in the matter. There was pride on the line, and she simply would not give in just for the sake of making it easy on herself.

Not that, as her orgasm struck her without warning, she really had a choice. Soon she was howling, her voice quivering and loosing sweet moans as she lost control of her self and the icy exterior showed the cracks beneath it as she reveled in the surging orgasmic bliss that tore through her without warning, left her quivering and thrashing, squeezing Prodigy's head tightly between her thighs in ragged retribution for how good he made her feel. She couldn't stay still, but as she bit her her lip and quim flowed freely, drank down by the student in her bed, she didn't want to stay still, wanted to shudder in the rapturous bliss of the best orgasm having her pussy eaten had ever brought her. She hated that it was him, hated that he'd proven himself worthy of her time with that single round of oral sex, but her toes curled and she was ready to let him fuck her right then and there if he could work his hips half as well as his tongue.

“That is a good start,” she said breathlessly, releasing his head and moving on even while still suffering the aftershocks of her release. She couldn't wait, couldn't let the situation develop any further. “But it will be all for tonight. I have an early day to attend to, and I cannot spend my whole night guiding you step by step through sex.” She pulled herself upright, sitting against the headboard and pulling a blanket once more over herself to establish a clear divide between her and Prodigy.

The gesture was apparent, and Prodigy didn't need to be a genius to understand that she was trying to assert herself through denial; although he had won that round in what was promising to be another little competitive game like he was already in with her star student, she was still fully in control of their situation, the one in a position of authority, and she held all the cards. Leaving him with blue balls was a lesson, a warning not to get cocky or to show her up too hard. “I understand,” he said, playing along with a nod and an icy stare of his own, one that met her gaze, watching it light up with almost predatory glee as someone had the gall to stand up to her and return her fire. “Although we should schedule a longer session and go over things in greater detail for next time. I'm glad my preliminary performance was to your liking, though. Good night, Professor Frost.”

Emma didn't give a farewell, just stared in surprise. Prodigy had balls, she had to admit; he impressed her more than she'd expected. Not enough to turn her from her likely intentions, but he proved more formidable than she would have thought, and was perhaps a little more worthy than she'd given him credit for. She would have to plan harder for next time.

Thinking far less about the future, Prodigy hurried back to his dorm room, knowing that the next hour was going to spent frantically fucking his hand until the raging hard-on in his pants finally came down.


	2. Sowing the Seeds

Prodigy was fully expecting to be hounded in the dining hall the next morning as Hellion tried as hard as he could to be 'subtle' in his approach. He wasn't, by any imaginable stretch, but David nonetheless tried to pretend that he wasn't there as he loaded his tray up with muffins and looked desperately around for someone to talk to so that he could blow the unwanted 'rivalry' off. Perhaps if his night had gone better he wouldn't have been quite so averse to interacting with him, since he would have been able to regale Julian with all of the many unspeakable acts he had committed with his crush, but Emma had been cruel, and after having to eat her out, all David did was masturbate until his nerves were calm once more. It took a while.

“Hey, how was last night?” Hellion asked, grabbing a tray and quickly slipping behind him in line. Without waiting for an answer to his question, he continued talking. “Storm and I did so much last night, and she kept telling me that she's never seen someone so naturally gifted at sex before. She even let me cum all over her tits at the end of the night. How about you?”

Such immediate, forward vulgarity and bravado sent Prodigy's eyes rolling into the back of his head, and everything in him wanted to sigh as loudly as possible. The overbearing initiation to his conversation said that he was were to show David up and try and prove he got the better end of the deal anyway, but Prodigy knew that he was full of it. This was overcompensation to the utmost degree, and even if he would have been lying himself, something lit up inside of him as he tried to prove himself better. As much as he wanted to no-sell this budding 'war' between them, he wanted to fight back even more, to show him up and win. “Well, you know how Headmistress Frost is; she doesn't usually directly say things. But I think she might have been literal when she was begging me to fuck her raw. And then it was hard to hear her when she was deepthroating me, but it sounded like she was enjoying herself.”

Hellion's grip tightened on a banana so hard that the peel broke at the bottom and some of the fruit began to ooze out. “You're full of shit,” he said through gritted teeth, eyes down toward the food as he put the ruined banana onto his tray. “Miss Frost isn't a whore on the street, so don't pretend she let you treat her like that.”

“Sorry to break it to you Jules, but Emma's a total freak in the bedroom. I bet you never knew she walks around with a vibrator in her ass sometimes just to feel dirty. You really missed out.” In the back of his mind, Prodigy was absolutely terrified that Emma may have been listening and may have taken offense to his vulgar lies, but fortunately no wracking pain sent him to his knees in agony.

Even though his story was roughly as true as David's, Julian pulled his tray back and said, “Fuck you. You're a bad liar, you know that?” In his mind, even if David was full of shit, his attempt to spark some jealousy in turn had failed, and he knew better than to keep at it, pulling away and storming off with only half of the food he'd actually wanted to grab. 

The truth about making Emma's icy exterior melt as he ate her out expertly probably would have been better, in hindsight, but at least David had rid himself of his jealous peer. Being left in peace to continue on, he grabbed a few pieces of fruit and quickly moved over to an empty table. He wanted to just have a quick bite before class. His mind was on the night before, on what Emma had said and done, and all of the expectations of difficulty that were bound to follow as the weeks dragged on. She'd made it abundantly clear what she thought of him and what she thought was a proper use of their time together, which more than just being a bit of a letdown compared to his excitement earlier in the day, also proved a little hurtful. Would he be better off going to Professor McCoy and trying to get out of it or even--god forbid--ask to switch with Julian? Or could he find some way to prove her wrong? He'd already shown his oral skills, even if they'd basically been stolen from her husband, and perhaps he could prove talented enough to bring her thoughts on him around.

His thoughts on the matter were interrupted by Pixie as she slid into the seat across from him, a bit of an awkward look on her face. “Hey,” she said, a bit low and nervous, smiling as her fingers immediately started fiddling with the stem of a pear. “Is this a good time to talk?”

His gut instinct was to say no, given the banana nut muffin in his hand and the sacredness that the baked good ought to have been given, but he instead nodded. “Yeah, sure. What's up?”

“I didn't sleep very well last night. After I got back to my room, I just couldn't get over everything me and Professor Summers did, and... It's not that I'm ashamed or anything, it's just all weird, you know? Having sex with teachers, and when Miss Frost came back to her room while I was getting dressed, I heard her talking about having a very early staff meeting to plan an assembly for this afternoon and work out more changes to the rules.” She sighed, fiddling with her fruit. “I've been here for a little while and everything looks like it's about to change.”

“I know the feeling,” David said, swallowing the small piece of muffin he'd torn off and eaten while she went on. Although not as cheery as usual, she was still talkative and outgoing, leaving him enough time to properly chew and enjoy the muffin before swallowing it down. “We both started around the same time. Everyone seems different today. I think the atmosphere of the school is just so weird that everybody's expecting something to happen. Even the people who didn't have sex with teachers last night just seem off.”

“Good, you've noticed too. That's actually why I wanted to talk to you. It might be good if we both had someone else in the program that we could talk to about it if we needed to vent or anything. A lot has changed since we started here, and maybe having someone we can talk about our feelings to would help us make this change a lot easier.” Her face eased up into a smile and she even let out a playful little laugh as she added, “Don't you think?”

“Yeah, that could be nice,” David agreed. “And our rooms are across from each other anyway, so it's not like we'd have to go far.”

“I'm glad to hear that! Good, we'll stick together then.” A lot of the nervousness seemed to melt away from her voice, the relief of finding someone who could give her the support and company she needed taking a lot of stress off of her. Her wings even fluttered excitedly. “I guess we'll talk more after class, then.”  
*****************************  
The assembly that Pixie had overheard being planned had indeed come to pass, being announced very early into first period, implying that whatever had been agreed upon in the teachers' meeting didn't take very long. David spent much of the day wondering how they'd all taken the night they'd had. Many of the students were passing around rumours and bragging about their exploits from the night before on top of plenty of jealousy, but there was little openness among the teachers, which left him curious. Well, except for Rogue, who was positively radiant that afternoon, having had an incredible night tending to hungers that she had long since resigned to having pretty much forever.

Were they surreptitiously swapping stories about their nights as well? Or were they keeping mostly to themselves on the matter? How many of them had issues with the idea of having sex with students? Such thoughts filled his head as he and the other students all shuffled into the auditorium, along with all the other residents of the mansion. Whatever they were announcing was going to be big, he expected, settling down into his seat, a smiling Megan taking the seat beside him.

“You were right,” he said, leaning toward her so that she could hear him over the noise of everyone settling in and talking away. “Let's just hope whatever news they have isn't bad.”

All of the talking promptly ceased when Emma stepped onto the stage, cape fluttering behind her. Suddenly, the silence laid upon the room was so potent that they could hear the clacking of her heels against the wooden floor all the way in the back; there was a respect she commanded, more accurately a sense of terror for some people, that ensured nobody would dare disrespect her by speaking during an important assembly. If it was big enough to cancel the last period of the day to conduct, it wasn't something anybody wanted to fuck around with. After all, Emma had earned a bit of a reputation around the school for sometimes being a little strict when she felt personally slighted, and there were rumours that she occasionally slipped a little abuse of her psychic abilities into the matter. Nobody knew if it was true, but trustworthy word of what she had indeed done with her powers against her enemies left nobody wanting to find out.

She got in front of the podium, the death grip of silence she held over the room holding steady as she cleared her throat. “As you're all very well aware now, the school has instituted some drastic measures to ensure the future of the mutant race. I understand some people may feel these measures are unnecessary or morally wrong, but this is what we have decided upon and if you feel that way, I invite you to sit off to the side and ignore our efforts to actually do something on the matter.” Although fully composed and putting on her public speaking voice, there was a razor-sharp edge to her words, eyes scanning across the room and letting her sentiment hang for a moment before she continued.

“For those who are on-board with the first proper solution we've had in months, there will be a few more changes than the ones already announced. While lifting the ban on sexual relations between students and teachers had in mind the 'private education' side of the program, it is in fact for all students, assigned or not. Having seen how the first night has gone, we've decided to roll out the next batch of rule changes ahead of schedule.

“Sex is permissible on school grounds whenever and wherever you like, so long as all participants consent to the act. While it's nice if you have some shred of decency and keep things private, you will only be asked to stop unless you are disrupting something, such as a class. Do not abuse this freedom. Also, I would like to further stress the importance of consent, and remind you that I am able to tell to read your memories. If I find anybody committing acts of rape, they will receive the swiftest and most brutal punishments I can get away with.”

Another pause for emphasis left everyone shaken, her voice having become steely and harsh; nobody wanted to make a noise to interrupt the intense, lesson-instilling emptiness above their heads. It was clear she was telling the truth, given the way some of the teachers moved uncomfortably in their seats; they were of course the arbiters of what she could get away with, and the implications of what she felt a worthy punishment of such an offense seemed apparent to them.

“In addition, the promised sexual education class will be moved up from a bi-monthly special course to bi-weekly, and will be taught by a rotating group of teachers. These classes may perhaps be more 'hands on' than one may be expecting of such an education, but we stand firmly by our decisions.” For support, Emma looked back toward the teachers, many of whom looked toward the amassed student body and nodded, bringing a small smile to her lips. Her plans had all gone swimmingly so far; only one night had done away with many of the concerns her staff had, and at the morning meeting she ensured her agenda through “pragmatic means”.

Had she used her powers? She'd never tell.

What mattered was, within twenty-four hours of instating her program, she had managed to drastically shift the atmosphere of her school and the attitudes of her staff. All according to plan, of course. Her dreams of turning the school into something a little more “like home” certainly felt within reach; even Beast seemed flustered after his night with a student, and oh what sweet victory it was to have him own up to the fact that he was wrong about her solution. She tried not to rub it in too hard, but it was certainly not an easy task.

“Students not assigned teachers will be contacted at some point over the next few days, and will be matched with another unassigned student for similar purposes. I'd like to stress that none of you should feel any pressure to get pregnant at the moment; what we're doing is not trying to create a population of teen parents, but to give you the education necessary to do what must be done to continue our dwindling people. Mutants cannot be allowed to die off with a whimper, nor can we let the events of M Day keep us from pursuing our goals. So on the final note, free contraceptives in many forms will be provided in whatever volume necessary to all students, so that you may continue your studies and your goals while you're prepared for the troublesome journey ahead.

“And on that, I believe this meeting is over. There is little point in continuing your final periods, so enjoy the rest of your Friday afternoon; revised schedules containing the periods of your sex education class will be delivered to your emails shortly, and will take effect on Monday.”

Only when Emma stepped back from the podium did the noise begin, and after all of the things she had said, there was a lot to make noise about. Many bombshells had been dropped about rules and the pairing of students, implications of hands-on courses that left people in a myriad of emotions. The buzz broke out immediately and it seemed like it wouldn't stop for the rest of the day.

David turned over toward Megan, the two sharing a look of utter shock as all of the changes they'd agreed on that morning suddenly seemed like nothing compared to what had been dropped. “Do you want to go somewhere and talk about this?” he asked, looking worriedly back toward the amassed teachers as they walked off in a united flock, likely to deliberate and talk more. Something seemed almost ominous about the nature of their departure, but he tried not to read too much into it. After all, the chaos Emma had just set loose upon the school likely needed to be dealt with, the gun jumped on initiatives so quickly that it almost guaranteed there were kinks needing working out.

“Yeah, that would be nice,” Pixie said with a smile, pulling up from her seat and stretching out both her arms and her wings. “My room?”  
***************************  
“So, what did you want to--”

The second the door was closed behind them, David tried to initiate conversation, but Pixie was upon him almost immediately, wings fluttering to lift the short girl up to be able to kiss him, which she did eagerly. With her arms thrown around his neck, he stumbled back in a panic, hands going to her hips just to keep her from falling. It was a pointless gesture given her ability to fly, but his gut instinct wasn't nearly so reasonable. Her lips tasted sweet, almost sugary, and the flavour quickly eased some of his panic away as he returned the kiss, sitting down on the edge of her bed as she straddled his lap more steadily.

When she broke away, his only response was a snarky, “This is what talking means for you?” that didn't seem to be too bothered by the whole thing, given the way his hands traced the outline of her ass through her jeans. Although incredibly lithe, the perky bubble butt she had was undeniable and his fingers quickly took to giving it a solid squeeze. “Because if you'd just asked me if we could fuck on the side, I wouldn't have said no.”

She giggled, returning to the usual excitement he was used to seeing from her, the boundless energy and infectious joy. “No, I do want to have someone to talk to. That was all for real. I just don't mind if that someone is also a good looking guy who I can fuck on the side.” She smiled, closing her eyes and going for another kiss.

It wasn't a sentiment that Prodigy could argue with in the least, hands slipping up from her ass to grab the belt loops of her skinny jeans and slowly start to pull them down, aided by her wiggling hips as she giggled into his mouth, her tongue meeting his with more excitement than he had ever thought to put into a kiss before. But he liked it; she was the absolute opposite of Emma, into him and wanting to be around him, outgoing and kind. So he met her energy as her own hands fumbled with his pants, the two of them quickly undressing each other with a comfort and confidence that said they were hardly in need of any basic sex education from their respective teachers. Who were a happily married couple, he realized as his hands slapped back down onto her perky bottom through her pink panties. If they became an item, that would have been quite the little bit of symmetry.

David cooperated in getting his pants off as well, and soon enough Pixie had his boxers unbuttoned and his cock pulled out of them, too excited to ask him to lift up and help get them off as well. Instead, she just gripped his immediately rigid shaft and started stroking, pressing her ass back into his eagerly fondling hands. As expected, Pixie's approach to a handjob was quick and excitable, sweet and infectious moans let loose into his mouth as she quickly familiarized herself with the feel of his dick. It almost seemed too soon to be over when she released it and broke away the kiss, but the sight of the elfin girl biting her lip and saying, “Lie down,” certainly made up for that timing.

Doing as she asked, Prodigy pulled back and laid himself down on the bed, quickly doing away with his boxers as she wiggled out of her panties and climbed back into his lap, this time her incredibly plump pussy lips flaunted to her 'friend', topped off with a neatly shaven little patch of bright pink. Impatiently, she seized his cock again, brought it to her entrance and showed off the disparity in their sizes by just how his thick cock dwarfed the small, narrow girl's mound. But as David looked up form the comparison to her face, he was amazed to find her staring in wide-eyed glee down at the challenge, as though she didn't fully understand the implications of taking him.

“Are you sure abo--” he began, only to be cut off once again. Not by her lips this time, but by a gasp of surprise as she pushed herself down onto his cock with one quick motion, taking him down to the hilt inside of her. The slick tightness was unlike anything he'd known before, leaving him shuddering and grabbing at her thighs for something to hold, his eyes following hers in opening wide as the sensation came down on him. Her pussy was like a hot, dripping vice that clamped own around his cock, and he could barely take it. “H-h-ooly shit.”

Before an amazed Prodigy, Pixie showed that she was also a bit of a prodigy too, only waiting a few seconds before she pulled up and slammed herself back down onto him, immediately settling into a quick and hard pace as she rode his lap. Her hands grabbed the hem of her top and quickly pulled it off, showing her breasts and the incredibly perky nipples that topped them off. “Mm, I like it big,” she moaned, hands ending up on his chest for balance as she giggled. “Don't let my size fool you, I can take you just fine.” She didn't mention him because it seemed wrong to bring up other men she'd fucked during sex, but her night with Cyclops had been quite an eye-opener for her, and after a night to think on it, she realized that perhaps she was a bit of a freak for big cocks. Especially given her narrow body, an above-average cock should have given her some trouble, but she took it in stride, fucking through what out to have been uncomfortable, but which she found electrifying.

But while she'd been slow with Cyclops, she now had the confidence necessary to bounce on Prodigy's cock like her life depended on it, reckless and fast, moans quickly bubbling up in high-pitched ecstasy as she embraced her lurid impulses and let them carry her away. David's cock was certainly no disappointment, and the look of shock on his face as he watched his penetration of her, the balls-deep fucking she subjected herself to with a gleeful smile, was incredibly satisfying. The look of utter shock made her feel so dirty, revealing herself to have the most surprising interest. 

“Hey, my face is up here,” she teased with a rich laugh, grabbing his hands and bringing them back to their lovely place atop her bubble butt. “I don't want to have to be the teacher, but eye contact is a good thing.”

“Right, of course,” he said, utterly shocked by the turn of events and frozen by the amazing pleasure. Her tightness was almost unbearable, and he had to imagine even more so for her, but after being denied, the shock and the pleasure were both very, very welcome. This was precisely the kind of pleasant surprise he needed after Emma's tease. His fingers dug into her plump rear and gave it a nice squeeze. “I never would have thought you were a size queen.”

“Mm, is that what it's called?” Her head rolled back, spine shivering as she let out a yelp under the force of his sudden playful slap to her rear. “He he, I like it. It makes me sound royal.” Leaning forward again, she gripped his shirt tightly, moaning even louder as her eyes narrowed a little and her smile grew even wider. “I guess I'm a major size queen.”

David had no complaints at all, his hips bucking off the bed to give a hard thrust upward, beginning to meet her pace as he decided to put her through her paces a little. He met her rhythm with vigour, his balls slapping upward and smacking her ass with each hard, pounding push into the clenching tightness of her sopping wet twat. All it did was make her moan louder; the roughness that went hand in hand with taking something so big really only served to excite her further, and it was something that he hadn't learned with Cyclops, who had taken care to be gentle with her, let her go at her own pace. But now, only one night removed from exploring sex for the first time with a teacher, her awakening had driven her to new heights of lust and a desire to experiment at an even more advanced and reckless pace than she had been.

Watching Megan writhe atop him, moaning and shuddering, confessing to adoring big cocks while sitting atop his and showing that it certainly qualified for this elfin size queen, were quickly bringing Prodigy to the edge. He fondled and slapped at her ass firmly, working it over eagerly as he soaked in her reactions and pounded her from below. So far so good, he figured, and it was an amazing way to kick off their new relationship as fuck buddies and confidants. Which, as far as casual arrangements went, seemed just about perfect in his eyes.

But as close as he was, Megan was closer, her voice almost reaching a screech as she came, howling and bucking frantically. Her wings fluttered madly and she actually flew up out of his lap, denying him the intense tightness of her pussy milking his orgasm out of him, but certainly not denying him the sight of watching her squirt. Pixie's slit gushed, but unlike the rush of clear quim any other woman would have released, her nectar took on an odd quality due to her powers, and out came a sparkling, multicoloured rainbow lewdly spurting out of her folds. Unconventional and more than a little unsettling for an unsuspecting David, but as he watched it fall down onto the bed and all over his legs, he had to admit, it was kind of hot.

A few spins around as she shuddered in ecstasy showed that Pixie was orgasming hard enough to lose her grip on herself, entire body throbbing as she settled down onto the foot of the bed breathless and weary. “Oh no, you didn't get off, did you? I'm so sorry, David! Sometimes I get really into my orgasms.”

“It's alright,” he said, waving it off. “It was hot to watch, and you can make it up to me really easily.”

“Ooh, of course I can,” she said with a giggle, voice dipping a little deeper as she played at getting naughty. This was so out of left field for her, but something about it just seemed so enriching. Leaning forward, she licked her lips as she grabbed his turgid cock and tried to salvage it from the edge of denial. Her tongue started at his balls and dragged up in a single long lick, slowly worming its way to the top, but not before darting side to side on the way there, licking her own sparkling juices off of his shaft.

She was almost to the top when Emma's voice interrupted the wonderful proceedings. “Come to my chambers immediately, David. It is time for another lesson.”

He was almost certain that she knew he was about to get off. There was no way she didn't, being the unscrupulous telepath that she was. This was another denial, another blue balling. He groaned, and it wasn't from relief as she opened wide and took his head into her eager mouth, suckling on his tip and drinking down the trickle of pre that followed. “Shit, uh. Emma just 'paged' me, and I have to go.”

Pixie's eyes went wide with disappointment. “Really? Like, mentally? Shit, did she know we were in the middle of something?”

“I don't think she cares.” Sitting upright, he leaned for her chin and slowly eased her up, giving her a quick parting kiss. “But I can't leave her waiting. Don't worry about not getting me off, we'll just make sure you suck me off first next time, alright?”

The disappointment almost immediately melted away, a flash of life brimming in her eyes as he spoke. “You mean you want there to be a next time? You really enjoyed having sex with me?” Her arms were almost too quickly around him, hugging him tightly as she showed her excited hand immediately. “I'm so glad to hear that! We're going to be great friends with benefits. And hopefully normal friends too!”  
****************************  
“You will forever hold the dubious record, alongside Miss Gwynn, of being the very first people to take what I said during the assembly as open season to have sex,” Emma chided him as he found himself in a familiar place. Which was to say, on his stomach, her milky thighs around his head, a hand in his hair, and the headmistress wearing a corset and silk thigh-highs as she orally dominated him. “Which was hardly my intention when I gave that assembly.” A total lie. “And which I would almost consider an act of disrespect. You are on very thin ice as it is, Mister Alleyne, so I would suggest you not push any further.”

The case of blue balls that he had been afflicted with due to Emma's summons was even more vicious than it had been the night before, and it was utter agony to be licking at her pussy, knowing that he really had no choice but to do his best, try to placate her through sexual satisfaction. But now he was even being lectured as he sucked on her labia, going through all the motions that he'd picked up from being in the same room as her husband. Why among the things he had absorbed was specifically how to eat Emma out and what it could have possibly been doing as such a prominent base of knowledge was becoming less and less confusing with each passing moment.

“And do not think that mimicking my husband's oral technique is winning you any points, either.” She lifted his face up at last, smirking to herself. “Each time you come to my chambers for a lesson, you will show me respect. This respect entails eating me out until I say you're done. Sometimes, it will be only a few moments, other times it may well be the entire night. But you will do it.” Her emphasis was sharp and her words were crystal clear; she had a way of being very direct that he was quickly realizing came about whenever she wanted something, even just that her will be recognized and fulfilled. “Do you understand?”

“Yea--” The tug on his hair cut off the informal confirmation before he'd even finished it, which seemed to be a running theme for his day, and led to him gasping out a quick, “Yes, Miss Frost.”

“Good,” she said, releasing his hair. “Then pull yourself up, and we shall see if you can please a woman with real experience. Do not take Miss Gwynn as a reason to believe yourself particularly gifted or capable of pleasuring me; I have actually been with men of worthy caliber.”

Her insults were growing tiresome and the fact that she seemed to openly hate him was seeming less and less worth the suffering each time she opened her mouth, but maybe this time she wouldn't deny him the ability to cum. He hoped, at least; three denials would probably be more than he could handle, and he'd be out of the program by the morning. The chance to have sex with Emma wasn't worth it if he wasn't actually going to have sex with her. Or anybody.

Elegantly, Emma laid herself down on the bed, and he was almost taken enough by her beauty to lose his fury. Her ample breasts pushed up by her corset seemed even more noticeable when she was on her back, gorgeous and full form spread out, long hair framing her like an angelic figure dressed in all white. Still wearing gloves and stockings, she was the picture of purity on the surface, even if something dark and vulgar most certainly lay beneath, no matter how much she tried to dress otherwise.

David descended upon her, cock in hand, mind running quickly through all of the sexual knowledge he'd absorbed. Cyclops's pussy eating technique had won him a little mercy, but he had to throw something new at her, unexpected and perhaps entirely fresh. His already sticky tip pressed against her mound, and he found something, going with it on a whim, unsure whose knowledge it even was. It didn't matter, he just had to prove himself to Emma, maybe fuck her hard enough to shut her up for good.

Maybe even fuck her so hard, she became the version of Emma he'd claimed to Julian that he'd spent the night violating.

Dragging back and forth along her slit, he teased her a little, his cunnilingus having served to get her quite slick, and now he could reap the rewards of that. Back and forth he went, tracing along her pussy lips, teasing her clit with his tip and even dripping some pre onto it that he promptly rubbed into her sensitive nub. All the while, his eyes were on hers, meeting them with competitive fire. He had something to prove, and she wanted him to fall short and vindicate everything she'd said about him, ensuring a rather potent, stakes-driven bout of sex was on the way. Both wanted to be right, to claim victory, and in that regard the sex almost seemed secondary to them.

Not that it stopped David from shoving his hips forward and burying himself balls deep into Emma with one quick thrust, or from shuddering in appreciation as he claimed the divine, tight, golden snatch that virtually everyone in the school had been lusting for. It was of what what he'd been after from the moment he heard about his assignment, and fuck if it wasn't just as good as he'd hoped it would be. Especially seeing Emma's face, that glimmer of shock in her eyes, the momentary quiver of her lip as the fullness his cock provided her couldn't be fully ignored. He was on the right track it seemed, doubling down by grabbing a breast through her corset to knead and a hip to keep his balance and her body still.

“You set the bar low, but don't let that take away from just how much I'm about to exceed expectations,” he said smugly before getting to work. Fucking Pixie had thankfully only loosened him up, and still full of energy and perhaps a little adrenaline given the offered chance to show Emma up, he went from zero to a hundred in no time flat. Not only had Pixie not exhausted him, but the pleasure he was feeling before Emma called him away gave him yet another reason to fuck her as hard as he could. He wanted to get off. No, he needed to get off. And after the shit she'd put him through, he was going to make sure he fucked her raw in the process.

Emma told herself that the moans that came forward as his hips slammed against hers and his large cock plunged deep into her core, leaving her shaking all over and grabbing at his shirt like a drunk college girl who decided to 'let loose' were all because she wasn't prepared for it. She had indeed set the bar low, but her reaction was louder than it ought to have been, too genuine, too open. The last thing she wanted was for David to get an ego or to think he could fuck her hard enough to make her moan, but it was hard to deny that she was doing exactly that, and no excuse could truly convince her that it wasn't because he was doing something right. She refused to believe it was his own knowledge, of course, but there was a savagery to what he did that left her not even wanting to know whose moves he was cribbing. 

“Y-you're not bad,” she panted, grabbing his hair and pulling him in for a kiss. A heated, sloppy kiss that betrayed just how badly she was losing it. Fuck, why was she making out with him? Where was her composure now? Her strength and unrelenting ability to play the stone-cold bitch at virtually every living moment? She was losing it all now, surrendering to getting fucked out of her mind, and all she could do was push her chest forward into his hand and shove her tongue down his throat. A maddened and completely uncomposed reaction to sex better than it had any right to be.

David soaked it all in, but didn't gloat. He'd have plenty of time for that when they were done, and he didn't want to risk her pride flaring back up. But the fact she was so open, not even gritting her teeth as he moved his hand from her hip up to her hair and ran his hand through her blonde locks, left him swelling with all the pride and ego she had tried to avert. And he saw it as completely justified, pounding even faster and harder into her just to prove a point as she let out raspy, breathless moans against his lips, practically winding up around his finger. The cold-hearted mistress who had been only moments ago insisting that he eat her pussy as a sign of submission and respect seemed now just short of begging for his cock in the most ragged and shameless of voices. And oh how he wished she would, longing to hear her voice twist upward and almost break in a show of utter desperation.

It didn't, but he got what was probably the next best thing: Emma came first. She swore under her breath as her orgasm hit her, her body trembling and tightening as waves of pleasure stuck her hard, made her breathing even quicker and harder as she sucked down all the recycled air she could, absolutely losing her fucking mind in the face of the bliss crashing down upon her. It was wrong and infuriating and she was disappointed with herself more than she was angry at him, but it was undeniable, and even without psychic powers he could read her like a book. She was getting off on his cock, head slamming back and shoulders rising as the pleasure burned its way up her spine, raging flames of nirvana carrying their way through her body.

Unable to exert her authority over him like she'd planned, David was free to finally cum, and with her desperate and soaked pussy tightly gripping his cock, pulsating and milking his release from him, he did so with glee. A hard slam into her buried his cock all the way in, their bodies pressed tight together as he flooded her with all of the backed-up cum that being cock blocked had left. Which was quite a bit of burning hot splooge now filling her up, sparking even more pleasure in her quivering afterglow. It was multiple kinds of satisfaction for Prodigy, who got to nut, but also got to show up Emma in the most potent of ways possible.

David withdrew from the ragged and shuddering headmistress, cum quickly beginning to trickle out of her sloppy, well-fucked hole. “Will that be all, Miss Frost?”

Emma was quick to gather herself. She had to. “Yes, it will. We will convene again tomorrow night for a longer lesson, but once more, I have matters to attend to in the morning.”

“Alright,” he said, smirking right in front of her in a way that left her bracing for some wry comment. “I'll teach you more tomorrow, then.” With a snicker, he was off, leaving Emma torn between anger, embarrassment, and an odd sense of pride. Few had the balls to try and show her up or challenge her in any way, but he refused to be the submissive toy she begrudgingly accepted him as. In a strange sense, she admired that.


	3. Emma's Sweet Dream Invasion

Prodigy grabbed a fistful of Emma's hair, wrapping it tight around his hand as the headmistress dropped to her knees. He didn't need to hold her so aggressively given the way she opened her mouth, bottom lip quivering in need and hunger as she prepared to service his cock, but he felt it only appropriate that he get his revenge. He needed to, after the shit she had put him through, the torment and the teasing that went on for days. Now, he was about to get his revenge, a ragged and post-orgasmic Emma moaning as he ran his cock along her lips.

“I need you so badly,” she groaned, thighs rubbing together as him cum leaked out of her. “I was so wrong, but now I see the light David, and I need your cock so badly. I'm addicted to it.” She panted, eyes staring up at him pleadingly; she had admitted she was wrong, something well beyond her usual ability to let her pride take a hit. But she knew she had to if she wanted that amazing, thick cock plunging down her throat, if she wanted the opportunity to make up for what had happened. So she appealed to him, admitted she was wrong and whined as she continued to needily stare at him.

“That was all I need to hear,” Prodigy said with a cocky smirk and pushed his hips forward. Her mouth was, as only could have been expected from someone as gorgeous and skilled as Emma, the best he had ever felt. Hot, wet, tightly wrapping around his cock in pure hunger as her tongue lapped at his shaft, licking her own juices off of it. It didn't take long for her to work herself into a greedy frenzy either, loving the flavour that her pussy added to his cock, sucking it clean as she waited to see what he would do once he was done easing into her mouth. She hoped it was something intense and feral to truly make her regret what she had done. She wanted to feel like a bad girl for being so cruel to him.

Perhaps this had been her plan all along, David noted to himself as he steadied his footing, surprising Emma with a sudden and very savage facefucking, the kind that she deserved for everything she had done to him. From the first pull back he was nothing but speed and fury, wreaking his sweet revenge upon her gorgeous face as he slammed his turgid head down her throat, left her choking on the girthy cock stretching it out and leaving a small bulge forming in her neck. She deserved no mercy or kindness, but he knew that she could choke on his dick for as long as he could stand to keep thrusting and she'd be fine; she knew exactly what she was doing, and he was going to push those limits as hard as he could.

The messy, throaty 'glurk' noises that came with each thrust, each lurid slam balls deep into her mouth with his sac slapping against her chin, were the sweetest form of eating crow that he could have thought of. Emma was being embarrassed and wonderfully dragged down a notch or twelve. She deserved to be, but David knew that there was more to it than this. It marked a change in their dynamic, Emma no longer the cruel and dominating headmistress whose contempt and attraction seemed to lie in direct conflict to one another. This was the start of something new, something where she was his toy and he could put her through her paces night after night, the formerly chilly woman now begging for the opportunity to have her face fucked by his magnificent cock.

Until he was gasping and sitting upright, surrounded by darkness and a distinct lack of someone slurping on his cock. He looked around, realizing he was in his dorm room, surrounded by nothing in the middle of the night. Fuck. It had all been a dream, hadn't it? Just another cruel tease, even if it wasn't an intentional one; he hadn't been making Emma his bitch or dragging her down a notch with a thorough oral violation in the least. But his cock was certainly hard like he had been, leaving him lying back down in total frustration and slipping a hand beneath the covers to deal with it.

For all he knew, Emma had probably done it on purpose.

David's quick, frustrated guess had not in fact been very far off. Emma had kicked him out of her bedroom in the evening for a good reason; she had work to do, but it was certainly not the kind of work one would have expected from the headmistress of a respectable school. No, she had been working something lewd and wicked with her mind, a psychic suggestion spread far across the building's entire populace. As everybody slept, they were given dreams of their deepest desire, whether secret and guilty or merely the result of an eternity of longing. There had been nothing intentional about teasing Prodigy or having him wake up partway through, but had she known, she certainly would not have minded very much.

Only two days after her program had been instated, everyone was shifting a little closer to what she had in mind for them, but she wanted to go further with all of it. Wanted to corrupt and twist them, drag them down deeper, and these dreams would hopefully bring everyone a little closer to where she wanted them, giving them stark, vivid reminders of their desires on the hope that they would act on their impulses and advance her agenda a little more. The X-Mansion would be full of hedonists yet.  
********************  
Julian Keller was thinking about Emma Frost too, though she was much less villainized in his more romantic version of a fantasy. Emma lay beneath him, a gloved hand on his cheek and another on the small of his back. “Requesting a switch with Storm was the best decision I have ever made,” she moaned, his tip up against her aching, puffy mound. “You were who I should have been with from the beginning, Hellion. My star pupil, my favorite telekinetic. Prodigy is nothing compared to you.”

“Don't worry, Miss Frost, all that matters is that everything is fixed now.” He moaned, hips pushing forward as he'd decided he had savoured rubbing against her dripping wet pussy lips long enough; it was time to part them and feel the real treat before him. His lips found hers, meeting her in a deep kiss as he pushed forward, opening her slick hole up and shuddering at the sensation of intense tightness that followed. It was more than he could have expected, and it fit his cock like a glove. “Oh, fuck. You're twice the woman Ororo is, Miss Frost.”

“Call me Emma,” she moaned, legs pulling up and pressing against his hips. “Call me whatever you want Julian, you've earned it.” She grabbed at his back, groaning as he filled her like she'd never been before, her hot vaginal walls spread wide apart by his thick length. She was aflame with desire and need, only wound up even tighter when he grabbed her breasts and kneaded them firmly, fingers rolling her perky nipples as he began to thrust. “Oh, fuck me Hellion!” she cried, immediately undone by his prowess and by his size; he not only had quite the endowment, but he knew how to use it, and if he could reduce Emma to a pleading, moaning mess within seconds, then surely any woman could have fallen to his abilities.

But no other woman could compare to the fair, lovely, brilliant Emma. Julian could sleep with every woman in the X-Mansion, and none of them could have compared to her. She was special, and it was more than just physical. Even if she wouldn't say as much, he could see it in her eyes, feel it in how she held tightly onto him as he rocked in and out of her, giving her everything she could have wanted, every desire she'd ever had fulfilled. Any other woman would have just been lust, but this? This was love. It was too pure to be anything else. “You're the most beautiful woman I've ever seen,” he confessed into her lips, hips continuing to move needily atop her, easing his cock in and out of her slick, tightly clenching hole. Her moans were inspiration to him, sweet and breathy and totally his to take responsibility for. He was certain David couldn't make her moan like this.

“Cum inside of me,” she gasped, madly returning his kisses as pleasure surged through her body, the intense swell of need and sensation potent and driving her up the wall. “Nobody has gotten pregnant in the school yet, so make me the first. Let me carry the first mutant child born since M-Day and let it be yours.” She howled, her orgasm seizing her right then and there, the blonde shamelessly giving in to her need and lust as she came, bucking and writhing and just utterly losing herself. Her vaginal walls clung tightly and desperately to Julian's cock, pulsating and trying to draw out his orgasm, to feel her afterglow enhanced by the flooding of her womb with his cum. Unable to resist either her demands of the feelings that followed, Julian did exactly that, gasping and panting as he pushed forward and came deep inside of her, his balls draining themselves of their hot spunk in an attempt to get her pregnant.  
***************  
For the size queen Pixie, her fantasy was unexpectedly the thought of a cock so large that she couldn't take it. The small girl marveled at it, nearly half her size and belonging to some man cloaked in shadows; it didn't matter who he was though, just that she be be granted access to the incredible member before her. She pushed forward excitedly, wrapping her arms around it and giving sloppy kisses to its throbbing tip, licking up the pre-cum that trickled down its impressive length. “How can you stand?” she asked, marveling at it and only vaguely concerned by the difficulties that must have come with something so superhumanly large.

Not that it would stop her from going for it.

She pressed her nude body up against it and began to rub lewdly against the aching monster of a cock as her tongue dragged along it. It was quite a sight to behold, but an even better one to feel, with each hard throb running up it and pressing along her body, making her shiver as her pussy leaked down her thighs like never before. Anticipation and wonder thrilled her, and she was intent on doing everything to this perfect specimen of a dick that she could. It could surely get no bigger than this, and she was going to savour it forever.

She moaned needily, breasts squished up against its underside, hands pressing into the skin as her arms formed a tight high around it, forearms dug into its side as she stroked the entire mammoth length with her entire body. Sloppy kisses up to its slit rewarded her with pre that she gladly slurped up and swallowed down, eyes rolling back in sexual gluttony. This was the purest expression of her hunger and her unconventional tastes, the elfin size queen finally having met her match, and of course there was only one logical way to go from here; she wanted it inside of her.

Her wings fluttered and she lifted herself up, thighs grabbing along its length as she brought the swollen end to her pussy, amazed at how much it dwarfed her entrance. But she was going to do it. “G-get ready!” she shouted, not caring what happened in the aftermath of this legendarily bad idea; it was all worth it.  
***************  
In Storm's fantasy, she dreamt of making acceptable something she had long kept secret. All of the shifting attitudes and different rules in the school had given Storm the chance to at long last indulge in her desire to live in a more 'natural' state, although her decision to teach naked had been taken by her students as exhibitionism more than nudism. They stared at her full, ample form as she spoke, nobody seemingly paying any attention at all to her words as they focused on her hips and the round, dark breasts that they had all wondered about the beauty of for years; the answer they received was well worth the wait. Her statuesque body was a sight to behold, and while she had never had a class quite to well behaved and silent before, there was certainly a growing sense that nothing she said was getting through to them.

This point was confirmed when she turned around to write on the whiteboard, the squeaking of her marker masking the sound of footsteps approaching until it was too late, hands upon her plump rear that made her gasp. "I'm sorry Professor Munroe," Rockslide said, further shocking the African woman by shoving his cock between her thighs and grinding against them. "I can't hold back any longer. You don't mind, do you?"

Storm moaned, hands bracing against the whiteboard. "If I instate a new classroom policy that anybody who wishes to relieve their sexual urges with me whenever they want may do so, do you think you all will be more likely to listen to the lesson I have planned?"

The raucous choruses of yeses that followed had been the most vigorous her classroom had ever been, and some weren't even waiting for confirmation that she was going to do it to advance upon her. Namely, Dust and Elixir, who moved to the front of the class as Rockslide turned their teacher around and bent her over her desk. The Muslim girl leaned in turn over the front of the desk, grabbing one of her teacher's round ebony breasts, bringing the dark and round nipple up to her eager lips. She sucked steadily on it, looking up at the pleasure-wracked expression of her professor as Josh followed her cue with the other breast. They didn't actually think it was going to help them focus at all, but they couldn't pass up the opportunities presented after spending half of an hour-long class watching them sway and bounce, free and perky and just impossible to resist. In fact, they were rather certain that sucking on her tits would only rile them up further.

The class soaked in the spectacle with awe, admiring the way Storm's head rolled back, the white-haired storm goddess utterly taken by the pleasure that the three students bore down upon her with. Rockslide's thrusts were vigorous and intense, his cock slamming time and again into her snatch, which had gone from fairly normal to dripping wet in record time. The two students in front of her were sucking hungrily at her breasts, and the suction that followed, the feeling of tongues against the sensitive bundles of nerves, were quickly undoing her, making her even lose track of what her lesson was supposed to be. But as much as the plan seemed to dissolve from the word go right before her, she didn't even dare think about pulling back from it. No, her lust quickly got the better of her, and if her entire period was going to be lost to the pleasures of the flesh, so be it.

Many of the students made open displays of how they masturbated, eyes on the lurid foursome before them. Everyone knew things were going to be a little weird in the wake of all the changes going on at the school, but for people to start openly fucking in class like this was something else entirely. Furious handjobs and frantic rubbing of slick pussies filled the room with hot moans and raised the temperature up a few degrees as everyone communally worked up a sweat.

Rockslide's thrusts grew sloppy, losing all sense of rhythm as the student crashed hard into his orgasm, grunting and pulling out just in time to paint her dark backside with pearly white streaks that left Storm biting her lip and shuddering from the sticky warmth that would soon begin to drip and trickle down her back. Another student was already scrambling up to take his place, and his hard thrust into her left her screaming as she told the class, "Another new class rule; no clothing allowed!"  
******************  
Laura Kinney, codenamed X-23, dreamt of having the outgoing confidence needed to act on her crush. "Come on, Julian," she said, pressing her round, leather-clad rear up against Hellion's lap. She had saved her anal virginity for the boy she liked, having been unable to resist sleeping around a little as sex became something so regular and devoid of pretense around the school that even she could just give in casually without having to worry much about the emotional entanglements she often tried to avoid. But now, she wanted to get a bit more entangled, albeit with the right guy, perhaps in the "wrong way". Her leather pants hugged her gorgeous ass lovingly, and it ground against his crotch with clear, eager intention.

There was little Hellion could do to say no to the needy offer rubbing up against him; she could most certainly feel his hard-on throbbing inside of his pants as a result of her teasing, and really, there didn't seem to be any logical reason to refuse such an amazing offer. Save of course for the fact they were in the dining hall and people were staring at them. Not that X-23 cared much, emboldened by a new sense of utter shamelessness, tossing away all of her shyness and inward sensibilities for the sake of at long last having this, indulging something she had longed for for far too long. And in Hellion's eyes, hey, he'd be giving them a show, right? No harm in that.

He bent her over the table, out of his lap as he pulled his chair out and stood up, his hands slapping down onto her ass through her pants, which drew a pleasured purr from her lips louder than she would have ever thought she could do while surrounded by onlookers. But she welcomed their attention, no longer caring about what others thought as Hellion pulled her tight pants down, exposing her ass to his appreciative eyes. His pants went next, one hand fumbling with them as the other shoved fingers into her tight back hole, quickly stretching it out and readying it for him, which made her cry out in excitement. The boy she adored was fingering her ass, and she couldn't have been happier with that fact. Even if the entire cafeteria was watching her.

Once his pants were down and he had a hand around his rigid cock, he was glad to sink his shaft deep into her plump ass, shuddering as he realized just how tight she was, her back entrance left pristine expressly so that he could have it first. It was a great compliment to know that she'd been saving it for him, as word had gotten around about how sexually outgoing and quite frankly slutty the previously withdrawn girl had gotten, and yet this had been kept sacred so that he could enjoy it first. It certainly made it even more worth savouring as he fed inch after inch into her taut ass, slapping and fondling it as she moaned louder and louder, the fullness of his penetration absolutely driving her mad. "Fuck, this is so tight. Thank you for keeping it that way for me Laura."

"Of course," she moaned, one hand scrambling down to reach her neglected pussy, to rub it furiously as the sense of being filled to the brim made her spine curve and bend, dancing on the table as people looked onward appreciatively. But that didn't matter, because Julian was there and his touch was simply perfect. She had been right to open up, to embrace these pleasures instead of lingering off to the side and letting everybody else have fun without any worries about her own joy. She deserved this, and it was absolutely a payoff that she could savour. "Please, fuck me deep and hard. I saved this tightness for you, so enjoy it, and stretch me out with that big cock." Such words were totally beyond the old her, but it was about time she embrace something new.

Julian did as asked, drawing his hips back and gladly slamming into her, his balls slapping against her inner thigh as he wound himself up. He was going to give Laura the most intense fuck of her life, leave her gasping and limp against the dining hall table with her ass gaping and dripping with his cum, which was exactly what she deserved. He'd pound her raw and stretch her out as asked, raising his own stock with a cafeteria full of horny girls who were about to find out just what he could do, but perhaps the other girls didn't matter. Perhaps Laura and he were a better fit than he was giving her credit for.  
*****************  
Psylocke's fantasy was almost tame by comparison to some of her students and colleagues; she just wanted to get stuffed with cock. Although, it was a specific two cocks, and in her mind, she was being pressed between the bodies of the two men in question. Behind her, Wolverine, grinding against her ass through her leotard, while in front of her Beast was rubbing his own thick shaft against her stomach. Both men were endowed with incredibly long and thick shafts that left her drooling, both of them easily dwarfing any cock she'd taken before, and between her two gorgeous bodies, Betsy had been through her share of men over her time. But this? Oh she couldn't wait to feel them both splitting her open.

Her hands grabbed both shafts, stroking them both eagerly as she lost herself in a sloppy kiss with the furry blue mutant in front of her. "You boys be gentle with me," she teased. "We can't all be quite as sturdy as you." A little laugh said that she was joking, at least about the former; she was ready to feel the two bestial men get savage with her given half a chance. It was what she wanted more than anything, in fact, to be drilled from both ends by two men with something to prove, and while neither of them had any hard feelings with one another, in her deepest of minds, they could certainly get competitive for the sake of just giving the gorgeous Brit between them something to scream about.

Instead of pulling the bottom of her leotard aside, they decided it would be much better to tear it off entirely, leaving her uncovered from her belly button down as they lined their cocks up with her greedy holes, teasing her pucker and her lips as she threw her arms around Beast and shuddered excitedly. "Fill me up and stretch me out," she moaned, her accent tilted upward into a delight little shudder as the two men listened to the impossibly hot woman between them, sinking their cocks in unison into her and savouring the way she moaned for them. Her spine arched as she felt the two thick dicks opening her up in ways she'd never known before, stretching her holes around around their girth and leaving her with a sense of total, satisfying fullness that she never wanted to end.

As they drew out of her she whined, feeling hollow until the brutal, mutual slam forward filled her back up again, making a gasp spill from her lips. It was intense and far, far better than she had expected it to be, shuddering as they did it again, faster this time. Then again. A few more and they had already built up such a pace with her that she hardly felt like they were even out of her, thrusts quick and savage, pounding her from behind and in front with everything they had. Although there was no real competition, they refused to take it as an excuse, fucking her raw as she writhed between them in total ecstasy.

"Don't stop," she moaned, gripping the back of Beast, holding onto fistfuls of his fur as they got animalistic with her, rutting desperately into her with everything they had just to try and make her moan. The sweet, ragged, infectious sounds of pure passion that she made as sensation shuddered across her body were worth all of the effort in the world, the two working together to give her a mind-blowing pounding. One that sent throbbing, deep ripples of sensation surging through her body as they tore at more and more of her top, revealing inch by inch her body until her breasts were free and Wolverine was fondling her from behind, his touch incredibly firm and aggressive.

They weren't being gentle with her at all. Quite the contrary, they were ravaging her as though she were much more durable than she was, but all she could do was howl in glee as they fucked her senseless, pleasure becoming the most important thing to her in that moment, far past any concern she may have had about bruising or being able to walk the next day. Anything was worth it for the noble cause of the orgasm she was going to have when they were done with her.  
*****************  
Two people in the world called Kitty Pryde 'Katya', and she found herself between both of them. She sat backwards in Piotr's lap, his thick cock sank deep inside of her, while his younger sister Ilyana straddled his leg, bearing kisses playfully down on the brunette they had taken to sharing, given her inability to choose between them. As the girl bounced her brother's cock, she gladly rubbed her clit, adding more pleasure onto the pot and making Kitty squirm and sing excitedly. Colossus' strong and hulking hands on her hip contrasted Magik's softer, smaller hand atop her breast, gently fondling her as she took great care to provide the opposite of what her brother was.

Their combined assault, with Colossus's size and strength ensuring that even when he was trying not to hurt her it was still intense for the Jewish mutant, and Magik showing all the finesse and playfulness he lacked, was doing plenty to work Kitty over. In fact, she was breathlessly coming down from her first orgasm, Colossus continuing to fuck her even as his cum seeped out from around the rim of her penetration, her quivering pussy filled with plenty of hot spunk that she couldn't even properly hold. It was electrifying, and she savoured the hot thrill of it, writhing between them, moaning and whining, fully aware that she was vulnerable and at their mercy, but unable to think of two people she could have possibly trusted more to do her right.

"He's so thick, Ilyana," Kitty whined into Magik's lips. The rubbing of her clit grew a bit faster, as if wanted to press how she seemed pushed to her limit by urging her a little bit further still. It was cruel and twisted but she loved it, whining as she moved between hand and shaft, pleasured more than she could handle. The inability to stay still, winding and writhing, had her burning energy, sweat beading upon her forehead as she madly made out with the girl in front of her, her own hands losing themselves in her long yellow hair as she tried her best to contain herself, but her best was woefully and embarrassingly insufficient.

"I know, Katya," the mage purred in return before pulling away and whispering something in Russian to her brother. When she received a nod of permission, she bit her lip and settled down onto her stomach in front of the intensely fucking couple, pressing a sloppy kiss to the little nub that topped of Kitty's sloppy, gaping slit. A few licks afterward had Kitty shuddering as pleasure ran in throbbing waves through her body, but that wasn't what really took her by surprise. No, did her in was how Ilyana then took a new approach, kissing her brother's aching sac and then licking her way up his cock, tongue darting from side to side along her parted pussy lips, swallowing down the mingling quim and cum on her way up before kissing her clit some more. Shameless and utterly given to lust, Magik was fully ready to lick Piotr's cock as it ravaged her little kitten.  
****************  
Attraction to students had always been something that Cyclops tried to shy away from for fear of where it could go and the general moral wrongness of it. The same could not be said for his wife, who had of course been the one to insist that the only way to save the future was to start having sex with students. With Pixie, he saw it as a duty, one student with whom he would have sex for the sake of Emma's project and to give her the tools she needed to learn from it, but that would be it for him; no indulging outside of his assignment. Which was perhaps why Emma specifically tailored his dream to be slightly more intentionally corruptive than the others', involving several female students lavishing him in an almost harem-like fashion.

"Oh, Professor Summers, your cock is the biggest I've ever seen," Armor moaned needily, slurping on his turgid head as her hand pumped his base quickly. Her blowjob had been amazing, and if she could be so talented and swift even with his size being new ground for her then he could only imagine how good she would be when she was used to it. The Asian mutant licked his tip a little longer before pushing down, moaning needily around his shaft as she took it without much issue right into her throat, eyes sparkling up at him with desire and longing as she did so. Handsome, charming Professor Summers was the crush of just about every young girl at the school, as he was coming to learn.

On either side of Armor, Mercury and Surge each took one of his heavy, dangling balls, slurping on his sac with glee while Armor worked the shaft. While the girl between them showed her talent by taking him down her throat with only minimal gagging and proved herself a truly skilled cocksucker, they worked their own appeals by getting sloppy and lurid, moaning as they licked and kissed and sucked on his nuts, easily coating them in saliva. They occasionally drifted inward to share a messy open-mouthed kiss with his sac against their dancing tongues. They were just as smitten with him as Armor was, and loved that they finally ha the opportunity to show him that.

"I love the taste of your balls, professor," Mercury said, dragging her tongue up along it, to his cock, then along Armor's cheek before licking back down and taking his ball into her mouth to suck intently on.

One of his hands was pinned down to the bed, straddled by Sooraya Qadir, whose abaya was hitched up so that she could ride his fingers. His thick, strong fingers that curled inside of her, rubbing furiously against her g-spot as she bounced atop them. Her thighs squeezed his hand and her moans were utterly shameless, the Muslim girl still covered from the waist up, but willing for the sake of pleasure and careless need to expose her dripping pussy and the curly black hairs that topped it to the experienced mutant. She'd unknowingly lapsed into her native tongue of Pashto, rambling a needy and ragged spiel of pleas and declarations of lust that Cyclops didn't understand in the least, but found so impassioned that he couldn't help but soak in the amazing sounds anyway.

His other hand was held tightly by his assigned student, Pixie, who had it up to her lips as she sucked on his fingers, going by each digit one by one from left to right and back again, taunting him as she squirmed and writhed excitedly on the bed.. "See, professor?" she asked, voice peppy as ever. "All the girls think you're the hottest teacher. I don't even mind sharing you with them! You deserve to be happy and have as many girls worshiping your big cock as you can." She laid it on thick, absolutely not a dream construct having words put in her mouth by a psychic with an agenda, and followed up her sentiment by taking his middle finger back into her mouth, sinking down deep as she sucked on it, bobbing her head and leaving nothing the imagination with her simulated fellatio, which would have to do until Armor was done with him.

Armor's blowjob grew quicker, vigorous and impatient as she sloppy bobbed away, gagging excitedly on his cock as she lavished the sensation of it in her throat, filling her up and making her feel tingly all over. She could tell he was close, and with perfect timing pulled her head up just in time to catch his orgasm all over her smiling face, mouth open wide as his balls drained with more cum than he'd ever let out before, painting her face and filling her gaping mouth with all of the cum a girl could have asked for. All the cum five girls could have asked for, actually, as Pixie and Dust both climbed off the bed, the latter pulling off her niqab so that they could lick at her cummy cheeks. Mercury followed by kissing the dribbles of it down her chin and Surge went for her mouth, kissing her and stealing some of the cum for herself.

In the shuddering afterglow of his orgasm, Scott finally realized just how beloved he was as he watched five girls go absolutely crazy trying to share his cum.  
***************  
In contrast to Scott's dream only a few rooms away, Rogue was dreaming about more men than she could have reasonably handled. All of them touching her bare body, able to caress and touch her in ways that she had always dreamt that people could. She'd spent so much time with Josh that she had been able to absorb quite a lot of his power without any damage done to him; he could heal faster than she could hurt, after all. Brimming with healing power that could be conveyed by touch, she could keep the mass of eager men who had gathered to fuck her from ever getting hurt. Finally, a way that she could embrace her slutty side and fell the pleasures that had been denied to her.

Her open call produced a great many guys who couldn't have possibly turned down the opportunity to fuck the southern belle. They showed up in droves, the smiling teacher sitting naked on the floor as they gathered around her in a circle. "Y'all can touch as much as you like," she purred, leaning back and spreading her hands out to expose herself, offering her body up for their enjoyment. From their savouring of her body she knew that she would be set alight, given the writhing gangbang she'd always wanted. "Just rub your cocks on my body if y'all want, you can do anything to me."

The suggestion certainly played well with people, as she found herself being pulled down to the floor, hands running feverishly along her toned and curvaceous body, feeling her abs and her thighs and squeezing her tits. Oh lord, she'd wanted forever for people to grab her bare breasts, and she couldn't have been happier to feel the strong hands seemingly making up for lost time by fondling her aggressively. But she didn't care how rough they got; she was tough gal after all, and they could do whatever they wanted with her.

But they hadn't only come to feel her up, and soon enough the writhing, faceless mass of men who had of course been attracted to her gorgeous body since they'd first laid eyes on her wanted more. They held onto the bases of their cocks as they laid them down against her skin, just about anywhere there was room to be, pressing them against the warm and soft skin of her body and grinding eagerly against it. Quickly rocking hips dry humped any inch of exposed flesh that could be reached, pushing into her plump breasts and grinding along her inner thighs, rubbing against her abs and even just dragging back and forth along her face. 

She was practically covered in cocks, moaning and gasping, squirming in inflamed excitement as her body grew hotter with lust. She writhed, reaching out for two of them and pumping them furiously, while the two cocks rubbing on either side of her face received feverish licks back and forth as she gave them equal attention. Someone had gotten down between her legs and sank his dick into her sopping wet, dripping pussy, leaving her screaming as the warm shaft plunged into her, stretched her needy vaginal walls out and made her shudder. Pre-cum leaked from the countless tips, smearing her skin in pre that left her inhaling deep breaths that seemed to taste heavily, if not only, of cock. But she loved it, the way it thrilled all of her senses, along with the taste of it upon her lips, the feeling of the warm skin rubbing along her everywhere, and the slapping noises that came from the bottoms of fists striking groins as they stroked the cocks in direct contact with her body.

Rogue was the star of writhing, needy orgy where her body could be used by anybody around her for pleasure, and the vigour with which they all claimed her, taking what they could from her and adoring the sensation offered, left her body high and her nerves surging with electric pleasure. She felt so slutty, but also so loved, knowing that the pent up sexual frustration of people who had, for as long as they'd known her, wanted a piece of the southern belle, was all being let out upon her with gusto. She couldn't have been happier as the two cocks both took turns sinking into her mouth, enjoying few quick thrusts before pulling back and letting the other in. As much as everyone wanted to get off, they knew what she wanted, how important it was to her that she be so heavily loved, and so nobody had any problem with sharing her.

She hadn't even been able to get a good count going of all the cocks lavishing her when they all came at the exact same time, coating her practically from head to toe in potent, virile cum, one load pumping deep into her womb and two more painting her smiling face. Warmth settled upon her, a feeling of sticky satisfaction as she lay there, smiling up at the crowd who didn't even seem remotely done with her yet as they rolled onto her back and descended once more upon her; she still had plenty of time until Elixir's powers wore off, and they wanted to fuck her through to the limit.  
****************  
Emma hadn't put herself under with her own fantasy, but she didn't need to. When she awoke that morning, she could feel the difference in the air. Even the most cursory scan in any direction filled her with sweet, addictive lust as the mansion slowly awoke one after another, all reeling from their dreams and left utterly aflame with need. While the school, by very nature of what it did, was rife with morning wood and people who needed to relieve themselves before they went about getting dressed, never before had the entire school woken up and gotten to masturbating. But she counted, and not a single soul rose without needing to quell their aches.

And she soaked it all in, lying back and smiling as Scott slept beside her, under for extra long so that she could work him over a bit more intensely. She pulled her vibrator from the bedroom drawer and sank it on full blast into her needy hole as she lavished in the lust that permeated the halls. She'd challenged a few notions with her plan, set in motion a few falls from grace and embracings of desires they otherwise would have tried to hide. Chaos and hedonism were about to befall her school, and she couldn't have been happier.


	4. Hank Falls and Noriko Shares

“Just lie back and let me handle this. I have a free period this morning to deal with my needs, but you don't,” Pixie said, smiling as she sat between Prodigy's parted legs, admiring the throbbing morning wood that stood rigid, a treat to her eager eyes. She couldn't contain her excitement, given that this erection had been what woke her up, the pressure of it slowly pushing harder and harder against her ass in their sleep, until the friction had stirred them both from their slumber. This erection was entirely inspired by her and meant for her, and she was going to enjoy it as such. Leaning forward, she braced Prodigy's thighs, going in hands-free and taking a playful lick from the very base of his cock all the way up his length, admiring his impressive shaft up close. "And nobody should have to sit through a day of school when they're this hard."

A wet kiss to the underside of his tip sent a lazy groan past David's lips as he watched Megan at work. Her pink hair was a bit of a mess, but all it did was leave her looking a little more sensual as she made out with the head out of his cock, undercutting her cuteness a little and leaving it a more sexually charged grace than he could have imagined the elfin mutant capable of. Although, the past few days of rampant and rather frequent sexual encounters had greatly changed the way he looked at Pixie, who was certainly not innocent at all in her eager indulgence of cock. Especially large cock, which was perhaps why she had decided to stay the night.

“I can't believe you're this hard after last night,” she said, almost reverent as she licked her way down his shaft slowly until she was at his balls, which she gladly nuzzled and slurped at as she went a little slow and lazy about it, teasing him into being fully awake as she worked. They'd had an incredible night together in light of their assigned teachers decided to take a date night instead of 'teaching' them, and she could taste the lingering evidence of that with each lick, picking up the faint taste of her pussy upon his skin. Her head tilted off to the side a little, eyes lidded and staring lustily up toward her friend as she continued to lick his balls.

Even though Pixie had been the one to suggest that they have someone to 'talk to', she was the one who abandoned all pretense of this not being all about casual sex first. As much as she'd wanted to play around, she wanted to 'play around' much more than that. They still talked, of course, but it was largely after the fact, once it could no longer get in the way of the steamy fun she sought with Prodigy. It just made things easier to admit what they were, to ensure no awkwardness or difficulties stemming from the fact she had just stayed the night in his dorm room, and that it had generally gone well enough that they weren't against doing it again. Well, they hadn't said as much yet, but only because she'd decided to go down on him first; both could see the eagerness in the other's eyes, and knew exactly where things were headed for them.

Once she was done with his balls and had licked her way back up to his tip, Pixie brought her hands into it at last, excitable as could be finally got the blowjob proper underway, having teased him long enough. She was ready to kick things up a notch and really go for it with him, feeling more awake and needy after a quick lavishing of his ball sac with her tongue. It was just the kick she needed, and her lips wrapped around his head with a mission, her eyes sparkling and wide as she stared up at him, letting him know exactly what she was about to do. Her hands followed suit, one pumping the base of his shaft, while the other fondled his now wet sac, giving him the fullest possible experience as she sank down.

Prodigy groaned as she took him into her mouth. By now, she had all of the experience with his cock to take him without issue despite the relative sizes of his above average cock and her below average everything. Her determination was admirable, especially when it led to the immense pleasures he felt as he sank inch by inch into her hot, wet mouth, all the while greeted by her eyes staring lustily up his body at him. There was a raw sexuality to her appearance that he simply could not get over, no matter how many times she rode his lap. Cute, petite Megan Gwynn, with her bright and unbreakable smile, was probably one of the dirtiest girls in the school underneath it all. His hand reached for her disheveled hair, threading his fingers through her locks and getting a steady hold on her head as he urged her further down. He was waking up now too, and that meant it was time to stop letting her do all the work while he had all the fun.

Her head moved quickly, wasting little time in getting bobbing once his head was guiding her, the two of them choosing to wake up in a rather unconventional way, but it put a nice progression onto their returns to the land of the living as sunlight filtered warmly in through half-drawn curtains and cast a prismatic effect upon her fluttering wings. As they awoke, they grew more intense, their needs more fully realized and their minds focused enough to put their attention onto what really mattered. David's hips began to roll a little, his fingertips rubbing affectionately against her head, while Pixie angled herself a little to rest instead upon one of David's legs, her now very needy mound pressing against the limb and rubbing slowly against it to stave off greater temptation until she could have her way with him.

Sucking cock was far from something Megan minded, but more than being fun, she saw it as an excellent way to rile herself up, to get down and dirty with the man she was with and fire her libido into its most fierce and needy state so that she could reap all the sweet rewards that came from it. As she worshiped a big dick with all she had in her, the smells and tastes could further do her in, and Prodigy was glad to provide her tongue with ample amounts of pre-cum to light her taste buds up and further excite her as she sank deeper and deeper down, head moving in broad strokes to show off the ease with which she could swallow his length down. No matter how deep she want, she came back up until she could feel her lips pressing into the the cap of the mushroom-like shape his head took. It was quite a way to go, only growing longer as she went deeper, but it let her service as much of his cock as she could, all the while lapping at his underside with her swirling and fitfully excited tongue.

The technique she'd developed left David reeling and shuddering in excitement. Not only had she refined it with him in mind, but he had been the test subject she put it to work on, and was more than happy with the results, which left him shuddering and twisting on the bed until he came almost violently inside of her mouth. Her lips had been pursed so tightly the first time that even as he emptied his balls into her, not a single drop was left wasted, which was right around when he realized just how much of a freak sweet Megan truly was. He adored it, loved the way she moved so far each time, an excellent way to expend her boundless energy and enthusiasm. The blowjob technique was very 'her' in a way that was almost intangible and difficult to describe, but as he stared down at her, stroking her cheek with his other hand and feeling his knees clench up in a telling sign of his release, he was glad that she put so much of herself into her sexual technique.

"I'm really close," he groaned, head pushing back into his pillow and making his shoulders lift off of the bed a little. "Where do you want it?"

She didn't quite know where it came from or what had inspired it, but she found herself thinking of something a little bit peculiar and more than a little bit dirty. She pulled up, tongue flicking against his tip one last time as she said with excitement, "In my panties."

"You brought another pair of underwear with you?" he groaned hazily, realizing he was perhaps still a little groggier than he realized.

"No," she said assertively, pulling him to sit up by the collar of his wife beater. "The ones I'm wearing." She took his cock in one hand, the other pulling the band of her panties down a little as she nestled his cock right up against her slick mound, sparkling a little with her glittery quim as she began to stroke quickly back and forth. A little roll of her hips added to the pressure as she rode the moment out, back and forth for less than a minute before he went over the edge, losing himself and groaning as he came right up against her folds. His cock erupted, and she whined in need as the warm flood of his thick spunk ran out against her sensitive and puffy pussy lips. It coated her mound, the little patch of pink above her mound, and her inner thighs in pearly, hot cum, and left panties soaked with the stuff. Content, she pulled back, letting the band snap against her skin as she felt the warm treat lingering against her.

David fell back and hit the pillows, staring in awe at the filthy fairy before him, who bore a proud, wide smile for what she'd done. "Holy shit," he groaned, unable to look away from her as her loose t-shirt slipped back down her body, covering up the lurid gift she'd insisted he leave her. "I don't think I'm going to be able to get it down after seeing that."

Pixie stuck her tongue out teasingly at him, immediately shifting back into her normal, more playful and less crazily slutty manner of behavior. "Well you'd better, because you have class, and I'm not going to let you skip it to have a go at me." As much as she wanted to. Her thighs pressed together, and she had to resist the urge to bite her lip as she felt the warmth linger upon her. She'd be wearing his cum all day now. "I'm not that kind of girl."

With a sigh, Prodigy pulled himself back up and gave a quick kiss to the smiling sprite. "Fine. I'll go to class, but let's do something once we're done for the day."

Pixie blushed and returned the kiss with a peck on his cheek. "Of course! But, I need you to help me study for my anatomy test, and that's not me coming onto you either. I actually need you to help me."

"But sex before, right?"

"And after."  
*********************  
In the days after Emma planted fantasies into peoples' dreams, the tone of the mansion had changed drastically. The rapid fire changes in policy toward sex over two days, followed by people being shown their deepest and darkest desires, had been a rather effective means of opening people up to possibilities that they never would have considered before. It wasn't an immediate progression, but anyone with a sense of their surroundings could see how differently people were behaving, dressing, and generally carrying themselves. People were disappearing for quickies and hook-ups, and the 'walk of shame' was a thing of the past. No longer were people leaving someone else's dorm room in the morning worried about who would see them or what rumours would come from being spotted. In fact, with each passing night there seemed to be fewer people sleeping in their dorm rooms, and those who did often hosted one or more people who certainly were not 'supposed' to be there. At least, until the new policies came into effect. Prodigy's roommate Elixir hadn't slept in his room since it began, vanishing each night to Rogue's chambers as the two found their sordid affair deepening.

Which meant that fully dressed and straightened out, Pixie and Prodigy left his room without any concern or suspicion about who was around. As they walked out, the door opposite his opened up, and Rockslide walked out with Armor, both of them carrying books and going off to class, while Surge picked up the rear, wiping something from the corner of her mouth as she bade the two goodbye.

Of course, just because there was no judgment, that didn't mean it wasn't still of interest.

Megan and Noriko shared a surprised look with one another, which for Megan was mostly because of the fact two other people had walked out of her room. Her eyes went back to the blue-haired mutant, the two both sizing the other up with consideration and curiosity. "You have a free period now, right?" Noriko asked, lips curling into a small smile. "Because it looks like both of us just lost our fun to a first period ethics class."

"Yeah, I have nowhere to be right now," Pixie answered, watching as Surge's smile grew even larger in response.

"Then I think we could use some much-needed girl talk." Pulling out of her doorway, Surge invited Pixie in with a curled finger. She didn't know it, but she had just served the exact same role as Pixie had of early morning oral giver, although with a bit of a twist, given the matter of a threesome. Timing had been kind to her though, and she was eager to spend her free period with the pink-haired girl, relaxing a little and enjoying her free time before the two of them shuffled off history.

More than glad to take her up on the offer and well aware of what 'talk' was coming to mean among the students of the Xavier Institute for Higher Learning, Megan walked into Noriko and Hisako's room, closing the door behind her as the Asian mutant stretched a little, letting out a yawn as she shook off the last of her early morning stiffness. Neither was used to getting up so early on a Wednesday, especially after having much longer Tuesday nights. Which was exactly what Pixie had on her mind as she looked around at the dorm room, unsurprised to find that barring some personal touches, it looked like every other dorm room. "I hope they push starting class times back."

"It would be nice," Surge agreed. "Now that everyone is up so late, first period is even more of a chore than it used to be. I think once the teachers burn out, it'll happen. That's how it usually goes, right? The students want something, and it comes into effect once it effects the teachers just as bad." She walked over to her dresser and opened up a small cabinet sitting atop it as she spoke, revealing its contents to Megan and smiling. "I hope you didn't misinterpret 'girl talk' as actually chatting about class."

Pixie's face lit up as she stared at the collection of toys bared before her. An assortment of vibrators and dildos in various sizes, plugs, and even a pair of fuzzy handcuffs, were on display before her. "No, I knew what you meant. Or, well I thought I did. This is a lot more than I was expecting."

"Pick one," Noriko said, waving her hand in front of it like a charming game show hostess flaunting the prize. "Or a few, if you swing that way"

Pixie bit her lip as she looked at them all, mostly just seeking the largest of the bunch. And she found it with ease, a thick pink vibrator that would have suited her needs fine. "The big pink one," she said without shame, licking her lips as she settled down onto her bed.

"Excellent choice." After picking a somewhat more modestly sized but still rather nicely endowed vibrator for herself--she wanted to match Megan's choice of toy in terms of use--Noriko closed the cabinet and brought the two toys over toward the bed. She settled down at the top of it, brandishing the toy with a smile as she waited for Megan's lead, letting the guest in her room set the pace.

Which, given the fact Megan was planning on going to her own room to masturbate anyway, meant she had no qualms about unzipping the skinny jeans she had only just put on and began to wiggle out of them as she sat midway on the bed, smiling at Noriko. "I've never just masturbated in front of another girl before," she confessed, but it was apparent that the newness of the situation wasn't going to cut through her excitement in the least. She was all too eager to try new things and experiment. Her panties followed, both tossed unceremoniously to the foot of the bed as she exposed her cummy snatch to Noriko.

"Who said we would 'just' be masturbating?" Another wry comment was on the other girl's lips, but it was lost amid the shock that was the semen-stained mess of a crotch she was looking at. "Whoa!" she shouted, in the process of kicking off the skirt she'd hastily slapped on before Armor and Rockslide departed. "Did you have Prodigy cum on you, or did he shoot inside and there's just that much?"

"No, I had him cum outside," Pixie said, turning her vibrator on and pressing it slowly against her needy, plump labia. "We didn't have enough time for much, so I just gave him a blowjob to help him get through the day." She saw no need to explain her kinky desire to wear his cum all day though, following her explanation off with a quivering moan as she rubbed the slowly buzzing toy, which was set to low, slowly up and down her slick entrance. "And it's a good thing you came along! I was just on my way back to my room to deal with my own needs."

"I know the feeling," Noriko said, smiling as she realized that she was in the exact same boat as the other girl. She turned her toy onto low as well and mirrored Megan's pattern, intent on matching the girl for a more sensual experience than just impatiently fucking herself would have been. "Santo woke up with huge morning wood, and Hisako got on top of it first. Since they both have class and I don't, I got to be the lucky one to go down on them while they fucked right in front of me. But now we can both take care of that together, right?" As she spoke, she leaned forward, her free hand reaching for Pixie and slowly pulling her forward, laying the smaller girl's legs over hers as they drew closer.

"Exactly!" Pixie said, having no issue with the proximity, in fact liking the warmth of the other girl beneath her as they drew closer. A few pillows tossed her way helped her support herself, leaving her lying back at an angle that let her admire the other girl's body as she began to tease the toy up against her clit. Her own free hand went to her top, pulling it up to reveal the small breasts beneath, and she was glad to see Noriko do the same. "You and Armor have been spending a lot of time together lately, right?"

Noriko nodded, licking her lips as she soaked in the delectable sprite's body, so lithe and adorable, utterly at odds with the mess that her crotch had become. "Yeah. It started with the first night of the program. I was assigned to Gambit, and Hisako joined me in his room. I actually clicked with her more than I did with him, and on Saturday I decided to ask her out. Now we're in an open relationship, and we both found that we really like having threesomes, so we've only had one night together without someone else around since we got together."

"That would explain Rockslide," Pixie noted. It really wasn't a surprise to hear their relationship was open; there had been a few hookups turned serious in the past few days, and she'd heard that all but one of them was open. It was a fairly logical conclusion as far as things went; it gave people the intimacy of a relationship without the exclusivity that would deny them the den of casual sex that the school was quickly becoming. And in the case before her, the couple had even decided to take advantage of that and seek thirds for their own enjoyment. Pixie could think of worse ways to go.

The talk was turning sexual, and with it went Pixie's pace, her hands gripping the buzzing toy tighter as she began to pump it in and out of her needy snatch. Soft little moans were muffled by pursed lips as she reveled in the chance to get dirty and have some fun, unwind a little with a friend. Her eyes were on Noriko mound, neatly shaven as the other girl's hand mirrored her own; she hadn't realized until then that Noriko was matching her, and she rather liked the connection it brought, wiggling her hips a little as she picked up the pace for her sake.

"Yeah, he was the lucky guy last night." Surge's free hand ran along one of Pixie's thighs, touching the girl closely as she felt the vibrator sink into her equally desperate folds. Of course, she didn't have a hot load to fuck herself with, but she wouldn't let such things get in the way of her enjoyment of the situation. She was just happy to see Pixie so comfortable like this, sitting atop her thighs as they both worked the toys into themselves, the proximity and closeness of their situation not scaring her off or putting her off her ease.

"Why don't you tell me about last night, while I'm here? And then I can tell you about my night after that, if you'd like." She didn't want to keep quiet and just sit there moaning atop her friend, and was eager to hear about the excitable thrills of being in a threesome; she hadn't, ever, and it piqued her curiosity. She gripped the toy a little more firmly, pushing it in deeper as her thumb fumbled with the numbered switch that adjusted the intensity. Her finger pushed it too far, setting it into high and making her cry out in sudden excitement, her head tossed back as she shoved it in deeper just on pure instinct. "I didn't mean to do that," she whined, but didn't turn it down at all.

All too happy to match Pixie's accidental pace, Noriko nodded. "Sure, we can do that. Talking sex is probably a good way to keep the mood up, right?" Closing her eyes, she leaned back against the headboard, biting her quivering lip as she fucked herself harder with the toy and recalled the madness of the night before. But where to start from?

_Hisako moaned, licking some of the cum off of Noriko's cheek as the two girls got down on all fours, kneeling side by side together. It was a familiar position for them to settle into as Rockslide looked at the offering before him of both Asian mutants' gorgeous backsides, their pussies both quivering and leaking quim down their thighs. It was an incredible temptation that left him floored and a little confused; who would he fuck first? He wished he had a coin to flip, or even just generally anything that could perhaps make this decision any easier on him, because there was no time indecision had been quite so fierce as when he had two gorgeous pussies to ream and the matter of which one would be first weighing heavy on his mind._

In turn, Noriko lapped at her girlfriend's chin, picking up the streaks of cum from the shared facial they'd taken. It would have been unfair for one of them to have all of the cum, given that it was their skilled and harmonious double teaming of his cock with their mouths that had done them in. Their tongue met sloppily, lips finding one another as they began to swap back and forth the cum they'd licked off of the other's face, getting absorbed in the undeniable attraction of their lover wearing a facial with pride. They relished the chance to adore one another in a threesome, no matter who the focus was on; this was something they did as a couple, after all.

Unable to decide any longer, Rockslide decided to just go for the next one who purred, which turned out to be Surge. It wasn't a perfect technique, but it gave him an answer, and with his choice made for him, he shimmied over to the right, lined his cock up with her hole, and impatiently slammed into her. The time for waiting had long since passed, and fully aware that he had two girls who both needed a thick load pumped deep into them and orgasms to send them happily into their dreams, time was a luxury he didn't have. So he fucked hard and quick, putting Surge through her paces and letting her sort things out.

As she got fucked, Noriko was adored by her girlfriend, kisses planted all over her cheek as a hand ran through her hair and soothingly along her back. "I love the face you make, Nori," Hisako said, nibbling on her girlfriend's lower lip as she soaked in all the moans that spilled forward. Armor's other hand went down between her legs, rubbing slow and steady circles against her own dripping twat as she awaited her turn, not quite patiently, but resigned to the fact that Noriko had been claimed first. She wouldn't dare take such a thing away from her girlfriend, especially when watching her get fucked was so satisfying in its own right.

Pixie shuddered as she fucked herself with the thick toy, staring intently at Noriko as she listened to her story. "I love that you two have a connection like that," she said raggedly, pushing forward a little and finding something for her free hand to do. Namely, grabbing one of Surge's breasts and fondling it as the hand rubbing against her inner thigh traced quick spirals up and down along her stomach. "You make threesomes sound really romantic, but in a way that I think only you two have a bond deep enough for."

"It's hard to put into words, but it almost doesn't feel as good when we don't have someone in bed with us. They aren't really a third wheel, but... Oh, fuck!" She leaned her head back, her fingers squeezing tightly around her toy. "We should switch grips," she suggested, the two girls now up rather close to one another, only a few inches' difference in holding the toy buried into the other. In fact, their wrists were rubbing together from how close up their pussies had become.

"I like the sound of that." Megan gladly let go of the vibrator buried halfway inside of her and reached a little bit forward to grab Noriko's as the other girl did the same, and without a second's hesitation the two got to work at pumping the toy in and out of the other's hole, fucking each other with vibrators. It was a whole new edge of arousal to the moment, as both took direct responsibility for the other's release. "B-but go on, I want to hear how it ends."

_The savage pounding did both of them in quickly, which was all according to plan as far as Rockslide was concerned. He groaned, cumming inside of her as her vaginal walls tightened down hard around the invading cock, which milked him of his seed desperately. As much as he would have loved to savour it, he had work to do, and pulled out of her, leaving some droplets of cum leaking out of her hole as he quickly moved to the left and drove himself into Armor as her fingers held per labia apart and gave him a clear route into her. She was amazed by how he managed to do it all so fast, not missing a beat as he got right back to the savage pace he'd pounded her girlfriend with. It was her turn to moan now, and though breathless and ragged, Noriko didn't wait a second before doting on the girl whose turn it was, adoring her with all she had._

"The face you make is even hotter," Noriko whispered.

The longer Noriko told the story of what happened, the more she shook and trembled, voice quivering, sentences veering off into moans and expletives as she lost herself to ecstasy. Every new sentence recalled the scene deeper, livened up the vivid memories of the night before, until she could practically feel the warm cum inside of her as she felt the shaking body of her girlfriend rubbing against her side. The speed with which she fucked Pixie with the vibrator grew frantic, and she lost all sense of rhythm as she just pounded the girl with the biggest toy in her collection. Thankfully, Pixie was just as consumed by the infectious lust of the mutant losing herself right in front her. The passion with which she told the story was potent and impossible for her not to get swept away in, and she gave the exact same maddened pace in turn, fucking Noriko senseless.

The two were giving each other everything they wanted, both of them now sitting upright, Megan practically in her lap as their bodies pushed together, breasts squished against one another as their shaking lips met, the story getting cut off by their need to just focus on the moment. Pixie's wings fluttered aggressively, steadily noisy as she drew closer and closer toward release, but not as close as Noriko was, who had the benefit of having the scene laid out before her, vivid and hitting all her senses' memories rather than having to paint the picture from her descriptions. She gasped, falling back as her orgasm hit her, left her moaning loudly and squirming beneath Pixie. "She sounds so hot when she climaxes!" was her last howled thought as the blinding pleasure took her.

Leaning back as well, Pixie gave in to the pleasures, gasping as she bucked forward against the frantically buzzing and pumping toy. She was utterly careless about letting out her little 'secret', gasping as she showed herself to be a squirter by loosing a spray of glittering, multicoloured delight forward, which trickled slowly down over the body of a gasping Noriko, who wasn't gone enough under the waves of pleasure to not be amazed by the sight before her. Of course, there was no talking about it quite yet, as the writhed against one another, squirming under the throbbing heat seizing their bodies.

When they came down from their high, the toys turned off and no longer buried inside of them, Noriko was left staring in awe. "Wow, that's..."

"Weird?" Pixie asked shakily, a sliver of embarrassment slipping through her enthusiasm as she looked meekly at Surge.

"No! Really hot, actually. And pretty, too." Surge took in a few steady breaths as her hands ran softly along Pixie's thighs. "Are you too tired for another round? Or can we scissor for a little bit before history? I still want to hear all about Prodigy."

Blushing from the complimentary remark about her orgasm, Pixie was quick to nod and smile. "I'm never too tired."

"That's what I like to hear."  
******************  
The very first of the twice weekly sex ed courses was taught by Beast, who was giving a rather predictably scientific biological explanation of the basics of reproduction and sexual intercourse. It was far from the sort of thing anybody had been looking forward to when Emma explained the hands-on approach that sex ed would take; people assumed it would be an excuse to fuck in class for marks, given how the rest of the policy changes sounded. But Beast had spent an hour droning on about Fallopian tubes, and he had utterly lost the room in the process. In fact, the moment he walked into the full classroom, some people groaned, assuming him too boring and traditional a teacher to even entertain doing anything fun. Because of course, the hope had been among several students that they'd get to take their turns with Storm or Psylocke. People doodled and chatted instead of paying much mind to what he was saying, a little let down by everything and wishing a less dry and stuffy teacher had been tasked with the first class. It was not a sterling start to anything.

But it only took one sentence to draw the entire room's attention back to him. "Now then, do I have any volunteers to give a demonstration?" The entire room looked directly at him in surprise; nobody had expected such a direct question, or assumed Beast would even consider anything of the sort in his class. It left everybody dumbfounded. "Hm, I suppose not," he said, pushing up his very small glasses as he looked around. "Very well then. Miss Gwynn, Mister Foley. Can I assume that the two of you would be comfortable giving a demonstration to the class? You don't have to if you're uncomfortable, but it will go toward your participation grade for the class."

Although he certainly didn't seem to be utterly lost to the same debauchery as the rest of the school, Emma's little tricks and pushes and implanted desires had hit Beast hard. It was impossible to ignore the more feral sides to his mind when they were brought to the forefront, and each time he suspected that Emma may have been messing with his mind, he found himself awash with arousal that quickly shoved any worries from his mind. Which would have worried him more were it not so all-consuming. Still composed and capable of carrying himself well, he merely felt there was a time and a place for such madness, and it was at long last time for it.

Pixie gasped as he called on her, and she looked over toward Elixir, found him shrugging; he wasn't against the idea of having sex with her in front of the class. "I'd be fine with that, Professor McCoy," she said, blushing and looking back down at the hand-out sheet with all of its anatomy charts.

"Me too," Elixir said.

"Very well. Come up here, undress, and take a seat. Miss Gwynn, if you wouldn't mind sitting backwards in his lap, I think it would benefit the entire class to be able to see you in progress from the front." He spoke matter-of-factly, as though not asking two of his students to have sex in front of a room full of their peers.

For the third time that day, and only one period after lunch, Pixie was about to have sex, but this time it was not just messing around with one person. She was quite thankful Prodigy wasn't in the class as she stripped down, most of the cum on her skin having dried up and flaked off or been wiped away after cleaning up with Noriko, but the semen in her panties remained, which had her taking them both off in one quick motion to keep anybody from seeing her little secret, although little flakes of what were undoubtedly semen still frosted her pink pubes as she looked sheepishly toward the classroom.

Everybody's eyes were on her, rather appreciative of the petite body on display for their gaze to soak in. She could see a few people licking their lips and noticed a few hands slipping underneath desks, making her blush even more fiercely as Elixir finished undressing behind her. Josh settled back into the chair facing the class and placed his golden hands onto Megan's hips, slowly urging her back. She stumbled a little, blushing even more fiercely as she grabbed blindly at his lap, finding his nicely endowed cock and holding tightly onto it as she sank down onto it, accidentally showing off her talents as her aim stayed true and brought her swiftly down into his lap.

The moan it shook loose as his cock plunged into her was all the more embarrassing, but nobody was cracking a laugh at her expense or whispering to one another about how strange her slight, elfin body looked. In fact, she could see several arms working in such a way that she knew exactly what was happening under their desks, and the lack of anybody finding any humour in the situation began to put her at ease. As much as having sex in front of the class ought not to have been a relaxed experience, she wasn't under any scrutiny or judgment, everybody just enjoying the view, and that view was primarily her. The pink in her cheeks remained, but it was increasingly out of a swell of pride and confidence rather than meekness and embarrassment.

She rode Elixir's lap quickly, sinking down onto his cock and relishing in the warmth of it. Even if he was a little smaller than the toy she'd been fucked with earlier, there was no substitute for the real thing in her eyes; it was warm and soft and there was a body behind her to lean back against, hands on her small breasts that rubbed at and fondled her perky little nipples as she moved. A partner. She closed her eyes to soak it in, letting her high-pitched noises of bliss fill the room as Elixir met her bounces with steady upward thrusts, the two settling surprisingly quickly into a rhythm for two people who'd never had sex before.

An even bigger shock to the room than all of that, though, was when Beast stood up from the desk, revealing a significant bulge in his shorts. He walked needily over to Pixie. "Miss Gwynn, if you could help me out with one more element to the display, I would greatly appreciate it. I can't promise you that it will impact your participation grade due to matters of ethics, but..." He groaned, head leaning back as he tried to find the words, but thankfully, he didn't have to. The howling fairy-like girl was already reaching for his shorts, eyes wide in amazement at the bulge forming and the promise of how large his cock would be when she saw it.

And it was indeed an impressive specimen, leaving her eyes wide in excitement as she grabbed the member, thick and long and bright red. It was more human than animal, but it emerged throbbing from a sheath, and she didn't have to think twice before taking the wonderful cock deep into her mouth, sucking quickly at it as she bounced harder in Elixir's lap. Josh was hardly a disappointment, but this was precisely the sort of monstrous cock she needed to get fired up, moaning as one hand stroked back and forth along his impressive length and the other madly rubbed at her clit. She was in a frenzy now, the cock lust so deep and sudden that she didn't even realize she was having her first threesome, only hours after hearing about Noriko's experiences with them.

Surge stared in awe at the horny frenzy that Pixie moved in. They'd gone three rounds by the end of it, but she was moving like she hadn't gotten off in days. The incredibly jealous Noriko was quick to sing fingers deep into her pussy, wishing she had that kind of stamina and libido, wondering if she could somehow train up to such incredible feats of sexual need. And she wasn't the only one; almost everyone in the class was masturbating 'secretly' to the double-ended violation of the cutest girl in their year, cheering her on between poorly hidden moans and more open grunts of pleasure as the more shameless and corrupted of students just embraced the moment.

Beast tried to keep up with Elixir's rhythm, but the feral urges seized him, and soon his grip was tight on the back of her head, his hips slamming forward and fucking her adorable face, not letting her show off her amazing blowjob technique as he just savagely took the pleasure for himself. Not that Megan minded much, even as she gagged on the intruding cock pushing into her throat at the height of his thrusts. She was more than willing to let both men use her to their hearts' content, and Elixir gladly sped up in turn, driven by the amazing sight of Pixie deepthroating the bestial professor right in front of him. Her display was irresistible.

With a mighty howl, Beast came first, having worked himself into a heavy and needy frenzy within seconds, and claiming her mouth so viciously that he didn't feel like holding back anything. He withdrew, his cock erupting right in front of her face as she screamed in bliss from her own orgasm crashing into her. The blast of cum left streaks of incredibly thick and pungent seed all over her visage, filling her mouth as she continued to yell, plenty of it even getting into her hair. She thought she'd be next, but Elixir's cock followed suit in the fraction of a second before she lost herself, and the hot spurts of cum filling her up from below hit the spot perfectly.

Her screams of orgasmic excitement were the loudest and highest yet, as she bounced feverishly atop Josh's cock. Her pussy erupted with another gush of quim, sparkling and glittery as the sprayed droplets of it reached up high into the air, the small stream of it hitting the floor and leaving a cascading shimmer of colour after it. People gasped and stared in awe at her peculiar little release, but nobody judged her negatively for it, finding it just as amazing as anyone else who'd seen it did. It seemed only logical that if Pixie were a squirter, she'd cum like a fairy princess, they reasoned.

Breathless, Pixie slumped back against Elixir, moaning as her body finally reached a point of needing a break, able to go a little bit without more sex until she'd gathered herself up and relaxed a while. Sexual satisfaction to that extent was the perfect way to make up for a morning kicked off by sucking cock, and since then she had both had her first time with a girl, and her first threesome.

"Excellent work, both of you," Beast said, marking down the notes about their participation, and skewing a little higher for Pixie's grade as his free hand worked his cock under the desk. He, unlike Megan, had not yet gotten it all out, but he'd have to wait until the period was over to find someone to vent his frustrations out on.

In her office, Emma smiled as she pulled herself out of the scene. Hank had been her greatest opposition from the moment she'd suggested it, and she took the fact he had just facefucked a student in the middle of class as a sign that things were proceeding perfectly. If she could ensnare him, then surely the entirety of the building would soon be the hedonistic paradise she sought. Pixie intrigued her as well, with her connections to both her husband and Prodigy; there may have been uses for her yet.


	5. Hellion's Hat Trick

“You make it very hard for a woman to keep her composure,” Ororo moaned, biting her lip as she felt Julian's tongue working her dripping pussy over with an expert and rather hungry method. A couple weeks of nightly lessons had taught the African weather goddess a few things in turn, her sexual protege picking up the art of eating pussy so quickly that she was left crushed under the surprising pleasure gone well beyond her control. She writhed on the bed, moaning as a hand held tightly to his hair and her dark thighs clung to either side of his head, keeping him locked into place as her body rolled forward in a sweet, fluid motion that granted a graceful sway to her delicious body.

Hellion put his all into pleasuring Storm. It wasn't Emma, but a few weeks of having sex with Storm every night had finally brought him around to just how good he truly had it, and in some ways he had accepted that there was nothing in the world lamentable about his situation. His tongue mined her pussy deep for her sweet, tart nectar as his hands massaged her thighs, thumbs hooked outward and dragging along her labia as he slowly pried them apart, allowing his lips to press tightly against her snatch as his tongue pushed in as deep as it could. What originally had been something he learned on the hope he could find some way to worship Miss Frost with it had quickly become the means by which he brought Storm time again to her quivering end, and with the moans spilling from her lips, Emma became more distant a thought each time he performed.

His eyes stared lovingly up her body, along her lean, flat stomach, up to her supple breasts gently bouncing from the roll of her body, to her face propped up against the headboard, wearing the pleasured expression with shameless pride. She was gorgeous, absolutely divine as she twisted and writhed excitedly on the bed. He could see the fruit of his labors reaped right in front of him, the confirmation that all of her methods had been correct, that when she taught him finesse and technique rather than just how to hammer into a hole and fuck it senselessly, she was truly helping him unlock something incredible. Although he had shown that there was something to be said for mixing the two, as he put speed and firmness into his touch, making it a little less gentle, but showing that he didn't have to go slow to be passionate. She wasn't just teaching him how to fuck, but how to make love.

Storm gladly conceded that she had been wrong when Julian finally found his way, and her sex life had swung upward in incredible ways once he tapped into her teachings. She wasn't even teaching him much anymore, and yet each and every night, he was in her bed, leaving her a very satisfied woman leaking with his seed. This night didn't look to be any different, their lurid affair--completely supported by the school's rules--starting up with a fiery beginning as he devoured her pussy. It was certainly an amazing way to begin every night, they had agreed, even if Julian was driven mad by the aching of his cock flush against the bed, throbbing needily as the taste of her quim lit it up with need that he pushed stubbornly off to the side until it was done. Storm had drilled into his mind the idea that if he put his efforts toward his partner until she had gotten off, she would be more likely to give her all back to him in return, and because he had been left to stew in need for so long, it would feel even better.

Or maybe she'd just wanted an excuse to have him go down on her every night.

Whatever the reasons, Hellion bought into it, and the telekine brought her to a swift and efficient orgasm using the techniques she'd guided him toward, leaving Ororo moaning and bucking as her body tensed up, crackling with thunderous anticipation before it all came out in a single, heavy wave of mind-searing bliss. His hands held her hips mostly in place as she bucked against his face, undoing all of her advice about keeping steady and composed as her orgasm ran brilliantly throughout her body, the sudden flood of nectar leaking from her pink hole gladly being drank up by the student who continued to devotedly work her over. She was at the point of madness, crying out excitedly as she hit her peak and came slowly floating back down to earth amid a million little twitches.

Ororo muttered something under her breath in a language Hellion didn't understand, but her thighs released his head and he was able to crawl up her body, kissing firmly up along her gorgeous form, stopping briefly at her breasts to tease her nipples while she was overly sensitive in the wake of her release. The even darker skin of her nipples and the large areolae around them were left slick with saliva by time time he was done giving them both a quick little sucking, and his lips finally came to rest at her collarbone by the time his cock had lined itself up with her now primed, quivering snatch.

"I don't know if there's much more that I can teach you," Storm panted as she felt his lips descend upon her collarbone. It was clear to both of them what she meant, and that it was far from posing the question about stopping. "But you still have an hour before class."  
************************  
English class would have been boring and fatally unengaging for Hellion were it taught by anybody other than Emma, but naturally he could was a very attentive and behaved student in her presence, sitting upright and aiming to impress. He couldn't help himself; even if Emma was no longer the sole object of his attention given the mess of casual sex the school had started to devolve into, there was a commanding majesty to her presence. She wasn't only beautiful in ways that Hellion had never been able to resist admiring, but she was charismatic, demanding the attention of everyone in the room, which in turn drew more focus to her beauty.

So, perhaps it wasn't fair to say Hellion actually paid attention to the work during English class. He was looking front and center at Emma as she spoke, but he wasn't taking in any meaningful information about the lesson on plot structure.

Hellion thought about a lot of things when he looked at Emma, but lately, it had been with intense envy toward Prodigy. His rival was still having near-nightly lessons with Emma, and he wasn't sure what they entailed, but if they were anything like what Julian had with Storm, it was definitely something to wish he was experiencing instead. As much as he'd come to appreciate the amazing nights he had with Storm and not keep grumbling about how he got the short end of the stick, there was always that part of him that wished he'd been sorted with Emma, or at least that someone other than Prodigy had. Prodigy wasn't even a mutant anymore!

"Even if I weren't psychic, Hellion, I could tell that you are more focused on the rising action of my breasts than the rising action of Othello." The words took Julian by surprise, rippling within his inner mind, the voice unmistakably that of Emma, so rich and lovely, dipped into a deeper, playful tone. "Am I to assume you've already done the assignment in full?"

Hellion's chest tightened as she spoke to him in his mind, panic setting in as he wondered if he was about to get busted for drifting off. Snapping back into reality, he could hear that she wasn't missing a beat with the lesson, acting as though she hadn't done anything, if not for a little flash of her gaze directly toward him and a little wink of her eye. "Of course, Miss Frost," he thought clearly, letting the words manifest in his head, certain she was listening intently for his answer.

"And you're not lying to me about that, are you?"

"You'd know if I was."

"Smart boy," she lauded. "It looks like you have indeed finished all of your work early, but I can hardly have you sitting idle and doing nothing for the next hour. Close your eyes." Her order was followed without hesitation. "Now open them again."

When he did, what he saw, was not the front of the classroom, but a bed. A bed that played host to a smiling, lingerie-clad Emma, purring as her hands ran along her body, showing off everything that was perfect about it. Which was to say, her entire body. Around the bed was ambivalent nothingness, featureless and empty. Beyond his scope was not infinity, but simply absence, something Hellion paid no mind to, even discounting the fact he wouldn't have dared look away from Emma in her hot position on the bed.

"Think of this as extra credit," she purred, beckoning him forward with a single curling finger and a lusty smile. "And making sure that one of my favorite students isn't utterly bored with my class."

Hellion stumbled forward, not even bothering to hide his eagerness as he climbed onto the bed, Emma rising forward from her position on her back to push him down onto his, her hands grabbing dominantly at his pants as she turned the tables before either of them had even sat down to eat. Not that he minded in the least, his back settling onto the most comfortable bed he'd ever conceived of--even if it was completely fake--as she fished his cock out with her soft, warm hands, stroking it to rigidity before her impressed eyes. Long, thick, and just perfect for her to move in and get a bit of a closer look at.

But Emma had ulterior motives for the psychic fling she had decided to give Hellion, and with a wry smirk and a bite of her lips, set her new plan into motion. "It's bigger than Prodigy's," she purred as her tongue dragged up his underside, reaching all the way up to his tip before slithering in slow circles back down, until his head was coated in her saliva. In truth, they were about even--which was already quite impressive for Hellion to match--but her intention was just to feed into the flames, and she'd bent the truth much further in the past. "And I bet you can use it even better, too." Her hand slowly worked the base she stared up at him, her expression one of approval and need, laid on extra thick as she invaded his mind for her lurid purpose.

"I can," Hellion bragged, groaning as her tongue lapped along the sides of his throbbing shaft. He knew this was within his mind, that he and Emma were still in the classroom and that Emma was likely still teaching without any difficulty, but it felt so real. He groaned and rolled his head back as her soft lips pressed wet kisses against his tip and licked up the bead of pre that followed. "And I've wanted to show you that for such a long time."

"Mm, I'm glad you finally have the chance to. I've had my eye on finding a good time to spring this on you for a few days now; I'm eager to see what Ororo has taught you." Not that the eagerness meant she couldn't lavish one of her favorite students in a little extra attention first. Her tongue moved a little quicker along the turgid flesh, a little firmer, as she pushed his advances onto him quite forcefully, very much aware of how little he minded letting her have a fairly toppy go at him. She was very clearly about to suck his cock, and yet they both knew who was in charge of the situation, and Hellion welcomed her to suck him off very forwardly and very dominantly. No matter who was calling the shots, this was still a dream come true; quite literally, in fact, given that lovely and vivid sex dream he'd been unable to forget from a week prior. 

Emma had him completely under her sway, and unlike most of the victories she'd claimed lately, it had taken absolutely no 'little nudges' to get them to cooperate. Hellion was devoted to her in ways that she valued in a future heir, obedient and reverent, and utterly pliable. She was more than glad to reward that devotion, let it swell into something bigger and more easily manipulated. The fact Julian was hardly a young man she wouldn't be willing to have in her bed was more than a plus, and the big cock she was about to wrap her lips around really only sealed the deal.

Leaning forward, she took him into her mouth, moaning as she pushed her tongue up against his underside and let it drag down, following after the tight seal of her lips around his dick. Her bright blue eyes stared up at his, burning with lust and physical admiration as her hand moved a little faster, stroking more steadily along what she hadn't yet gotten into her mouth. There was a lot of cock, and if she was going to give him something measured and utterly driven by her control, she needed to manage it slowly. More than giving him what he sought, she wanted to leverage against him his own desires, take control and ensure that he was obedient to her fully. If she deepthroated him and let him have his way with her, it would effect how he saw her, and how he thought of her in everything outside of this little mental construction she'd erected.

Julian watched the gorgeous blonde suck him down, head bobbing and taking a little more down each time, enveloping his cock in the wet warmth of her eager, slick mouth. Her little purrs sent shivering vibrations through his skin that left his fingers twitching off to the side as he wondered if he should do something with them. Certainly not grab her hair and push her down until she was choking, of course; she was in control and he had no desire to rebel against that, going along with her aggressive desires and eager to see where they went. So instead, his hands found her shoulders, holding to them with affection even as their grip tightened in a way that showed just how much the need and arousal were building inside of him. He didn't guide or push, just clung.

Emma had him wrapped tightly around her finger, and she wanted to wind him up even further. She could read his nervousness, feel the hands unsure where to go even as they settled onto her shoulders, and she quickly came up, his cock coming out of her tight mouth with an audible pop. "You're so much more behaved than he is as well. Usually he doesn't want me to work my own pace on him, he keeps trying to force me down further. But not you; you know to let a woman do her magic, and that my station commands respect. I admire that."

"I'm certain that you know better than I do, Miss Frost. I trust you to be incredible at this."

Licking up some more trickling pre and adoring its saltiness, Emma purred softly. "And that's why I like you better." She then dragged her lips right back down down, forming a tight vacuum seal on his shaft as she resumed the sucking, now even faster than before. She flaunted her sexual experience, and his reactions were so rich and surprised that she knew full well that she was beating out any head Ororo had ever given him. It pushed her forward, and even though she was trying to spark an even greater rivalry between Hellion and Prodigy, she found herself unable to keep from getting a little smug at being better at sucking his cock than Storm. Perhaps she would find some way to slip the implication through during the next teachers' meeting.

Hellion moaned as his head pushed back into pillows that hadn't been there a second ago, absorbing the way he pressed back and settling him down comfortably. His psychic powers were all external and physical, so despite the amazing psionic power he possessed, he'd never learned to manage his own mind's interior. "I'm so close, Miss Frost. You're incredible at this."

Echoing the dream she had implanted into her darling pupil--she couldn't resist the chance to have a little self-satisfying fun in the midst of all this--Emma purred lowly, "Call me Emma." Her head pulled away, leaving Hellion's cock slick with a thick coating of saliva as she crawled forward a little, settling the slimy tip of his cock against the top of one of her perky, plump breasts, hand still expertly working his throbbing shaft over. "I know exactly where you want it, so don't hold back, Julian. Please, cum all over them."

His cock dragged against the soft skin of her tits, back and forth as she reveled in the tease. Hellion took her advice gladly, and his cock spewed forward with thick, heavy ropes of cum that streaked across her milky white breasts, his fingers squeezing her shoulders as she licked her lips, adoring the potent and voluminous release that gushed forth. It felt warm, making her spine arch and moans spill out of her so raw and husky that she nearly pushed him immediately toward orgasm number two. His cock ached and throbbed in her hand; all of this felt so real, so amazing.

"You were wonderful, Hellion," she said softly. "We're nearly out of time, but if you can finish your assignments in advance more often, I will not mind rewarding good study habits." She leaned down to give one last peck to his tip before the mental construct began to fade.

Back in the classroom, Hellion came out of the freeze that Emma had put on him to keep him contained and silent. He was in the exact same position when the bell rang that he'd been in when she told him to close his eyes. Emma gave him a long, lusty look as she told the class to finish the rest of the book on their own for next class. She'd continued teaching throughout, never missing a beat as she contained her growing lust, her own senses taken just as vividly by what had happened. In fact, she seemed awfully quick to depart, and only Julian knew where she may have been going.

There was a sense of emptiness to Hellion as he stood up, taking a bit longer than his classmates as he was left reeling from what had just happened. It was hard to put into words, hard to narrow down exactly what he felt and whether it was a good thing or not. It was just so strange, a shivering sensation that left him confused. He'd been feeling so amazing seconds earlier, but now all that lingered was a psychic tingle of it, a lingering memory. He couldn't quite place it, but it was empty and filled him with longing in a way that he felt would have put phone sex to utter shame for how almost there it was. But, most overpoweringly, being dream-fucked by Emma had left him almost unbearably horny.

Lunch period was up next, and he made sure that his sweater was straightened out to hide the bulge in his pants as he shoved everything into his backpack with the other hand, slinging his bag over his shoulder as he stepped out. He didn't know what to do about this growing need, but oh what a fire Emma had ignited in him. He didn't know for sure, but of course, Emma knew full well that she had left him in that sorry state and absconded before she could attempt to pick up physically where they had left off mentally. He was as frustrated as he was happy, but it was quite the grumbly burden to have received what he want only enough to drive him mad with excitement while denying him the actual physicality of it.

What was he going to do?

As he walked through the halls, X-23 kept a careful pace behind him, fingers fretting with the strap of her own bag as she watched Hellion go. Something about the moment felt ripe for her confession, for finally admitting that she was ready to go at their unresolved feelings, which had been far from conclusively brought to a satisfying end. It wasn't a sensible push; she could feel nothing different about the situation, and possessed no more courage about feelings than she'd ever had, but there was something she couldn't explain that just screamed at her to go for it, even if she was too busy lamenting the fact that she could wade through swaths of attacks without batting an eye, but froze up at the thought of being open and frank about her emotions.

It was particularly embarrassing when she watched Julian leave the cafeteria line and sit at an empty table with his full tray of food. Memories of her vivid dream came back, of getting anally claimed right in the middle of the cafeteria for everyone to see. It was almost scarily accurate, save of course for the fact she hadn't been sleeping around with every interested guy she could find to become 'good enough' for him. Nervously, she moved toward the table, head pumping as she filled her own tray up and slowly approached.

"May I sit?" she asked, standing over the seat across from Hellion at the table. Everything about her expression and posture, as much as she tried to hide it, said that she had something she wanted to get off of her chest.

"Sure," he replied, giving her a bit of a smile, albeit still rather distant and preoccupied, hoping to drown away his need with some food as he tried to figure out if he was best off going back to his room for a quick jerk session. His fork stabbed at his sloppy joe quite violently as his knife hacked back and forth, his frustration almost painfully apparent, worn clear and vivid on his face as he brought a too-big forkful up to his mouth. He struggled with it a little, but eventually swallowed it all down. Looking back up, he saw Laura looking nervously down at her food, biting down on whatever it was she wanted to say, and seeking to avoid just letting his frustrations simmer, he gladly threw himself into a distraction. "Hey, are you ready for the biology test this afternoon?"

Julian's words provided a good distraction for X-23, too. She could put herself into the conversation and avoid facing the nervous reality she had volunteered to finally accept. It proved too real for her. "Yes. Well, I hope I am. It is hard for me to tell when I am going to do well; studying out of a book is something I am still getting used to." She brought up some food to her own mouth, a bite much easier to handle. "Are you doing okay? You seem uneasy. Is it nerves over the biology test?"

"No," he said very quickly. So quickly that Laura's eyebrow twitched a little, the beginning of a reaction she quickly pushed back down. "It's just something personal. Nothing worth getting that worked up over, I'll be okay. No, I think I have the test down fine, and I'm sure you'll do alright too. You've been getting pretty good marks, haven't you? I think you're better at this real school thing than you realize."

"Thank you," X-23 said, smiling as inside, her mind screamed at her to just admit it. Silence descended upon them once more, Laura absorbed in her nervous self-flagellation and struggle with the desire to overcome it for the sake of getting her emotions off of her chest, while Julian felt his need hit him hard once more, and he did everything he could to try and pretend it didn't. He didn't do a particularly good job at it, but awkward silence settled heavy over the two of them, and where conversation had once been free and natural, the situation dragged both away from any chemistry or ease that they had previously known and enjoyed.

Finally, Laura managed to get one over on her nerves, and she said, "Look, I know we did not really settle our feelings for one another in a way that really left us with any closer, but..." before the rational part of her mind shut this entire brave, daredevil bullshit right right. She froze up, even though she'd already raised the issue and his eyes were lifting up to look at her, awaiting the second half of her sentence. But it didn't come, and she stared wide-eyed at him for far too long as her mind tried to shift gears, come up with something other than emotional honesty that could salvage this situation. Only one came to mind, and so painfully on the spot, she blurted it out before she could even think through the consequences of it. "But I think that we should put that aside and have something casual. Just sex, no emotions."

Could she have said anything worse? Terror caught up with her quickly as she managed to both propose something to entangle herself up with Julian in intimacy, while still pushing any sense of intimacy far away. It was quite a task she'd accomplished.

Also not thinking much before he spoke, Julian blurted out a far too eager, "Yeah," thinking with his dick and not with his head. Not thinking about the doors this would open or the complications that would come with a physical relationship with a girl he wasn't over and who wasn't over him, the likelihood someone would get burned. No, all he was thinking about was getting off and dealing with the tightness in his pants before he had that biology test, because if he took it without getting his rocks off, his focus was going to be shot, and he would have no hope of doing well on it. "I don't see why not," he continued, burying himself even deeper into the hole. "We agreed to be friends, and we could absolutely stay friends this way while we... I mean, a lot of people are doing this."

"Right," X-23 said, as the two of them began to reassure each other of how good an idea this was through a million little justifications that would do absolutely no good for either of them. "A staggering number of people, in fact. It seems like almost everyone is finding steady casual side relationships. Prodigy and Pixie got there first, but it looks like we might be a few of the last ones not to be."

"We wouldn't want to get left out. And if Prodigy and Pixie can make it work, I'm sure we can. We're great friends, after all."

"We are indeed incredible friends."

Their awkward, stumbling agreements and rationalizations continued, utterly hopeless as they both awkwardly bought into their own lies, unsure if they could keep things from becoming disastrous themselves but absolutely certain they had the other convinced of their emotional distance. They alternated between eating and awkward justification for why they should do this, until their plates were empty and their overly amicable agreements had worn thin. Until words had run out and they were left just looking into each others' eyes and sealing the deal on how terrible an idea this was. 

"My room is closer," X-23 said lowly.  
***************  
The door slammed shut with Laura's back pressing against it as Julian pinned her against the interior side of it, her arms gripping his back, one leg already wrapping around his waist, as his own hands held to the small of her back and ran through her hair. Their lips were pressed together with fiery need, all of the hunger and burning desire clear to both of them, indicating how terrible their attempt to be casual and without any romantic entanglements was going to be right off the bat. They held tightly to each other, and though Julian was the far hornier of the two, Laura was quick to catch up, unable to resist the allure of his lips, the tightness of his body pushing her up against her bedroom door. There was a feral need to his touch that tickled her more base instincts, which of course she was a little more in touch with than most.

The steady grind of their bodies against one another while they were both fully clothed said it all. They were tightly wound, past the point of being able to resist, and in the heady haze forming in their minds, they were actually almost able to push away all of the romance and feelings they had, focusing in solely on the lust. X-23 looked past his shoulder toward her bed, and in a panic, she loosed a low, rumbling, "I want you to take me right against the wall. Forget the bed, it is too soft. We need to go at this hard."

Julian couldn't agree more, grabbing at the band of her tight leather pants and slowly starting to pull them down, revealing the plain white panties she wore beneath. A hand pushing against his stomach urged him off of her only long enough to undo the belt on his pants, opening them up and dropping them as she held back on the urge to just tear his boxers right off to get to the massive, swollen bulge inside of them, which indicated to her just how large his cock was. She pulled his boxers down, and the cock swung upward, freed from its cotton prison and slapping noisily against her bare inner thigh, following the impact up with a shot of pre right across her skin. It was such a hot reveal of his cock that she let out a ragged moan, the arousal of the sight and the feeling taking hold of her.

"So big," she whined, hand reaching for it, gripping it backwards and pumping it as she rubbed it against her thigh. "Probably the biggest I have seen." Her head leaned back against the wall as her other hand ran up his chest, pushing below his shirt as she held tightly onto him.

"You've been around, I take it?" he asked teasingly, lips finding her neck, sucking and kissing at it as he did away with her panties, leaving both mutants bottomless. His hand traced up along the back of her thigh, finding her ass and taking a firm handful of it. "Don't worry, you can be honest, I won't judge. You wouldn't be the only one." All of the instincts Storm had imparted upon him to be passionate and truly make love had taken over, and he pulled awkwardly back a little bit, head pulling away. He instead looked right at her, not wanting to get too intimate with her, even if he had spent too long doing it that way to be certain how not to.

"Yes. A little bit. Not as much as most others have, but a couple times, I've been curious and willing to indulge." In truth, X-23 was a student who some saw as perhaps a bit more closed off and fearsome than she truly was. By loosening up and having sex, although it involved opening herself up to some vulnerability, it helped dispel that worry. And perhaps, on some level, she was motivated by her dream to be a bit more practiced for when she finally confessed to Julian. And this was close enough. "But we should not talk about our exploits right now. This is about us." She dragged his cock along her inner thigh, pushed his head against her plump labia for a moment, before lining his tip up with her increasingly damp hole. "Er, not 'us'. But you and I, together. Not together, of course, but--ah!"

Hellion wanted to put that line of thought down hard, and he did so the best way he knew how. Pushing forward, he drove himself into Laura's pussy, silencing her concerns and giving her what she wanted. Her sentence more than gladly died off, replaced by a moan as she felt the thick shaft sink so quickly into her. He had to discard everything Storm had taught him about making love as he focused on Laura, emphatically not sappy as he started to thrust, his meaty cock filling the tight mutant up. She was wetter and wetter by the second, and the way his dick opened her passage up sped that process up quite quickly. Her body was primed and receptive to him, her arousal quickly rising to match his with gusto.

Her hands found their way around his back as she pushed forward into a kiss. A fiery kiss, assertive and forward and as passionless as she could make something so intense. Her legs rose as he pinned her body against the door, wrapping tightly around them. "Don't do it against the door," she whispered into his lips as she focused on all of the immediate feelings rather than the weightier, permanent ones. It wasn't a romantic kiss, it was lusty kiss. A kiss she didn't have to fear the implications of as Julian did as asked, lifting her off the wall and carrying her gladly, cock impaled deep inside of her, not only off the door, but to another wall entirely. Although the hallway would be active, it was unlikely the dorm rooms would, and so he pushed her against one of the bordering walls of a neighbor's room, pushing her against it and getting right down to business, fucking her raw from the second of impact onward.

Fingers dug into his back as Laura was pushed tight against the wall and rutted into mercilessly. She moaned, head rolling back as he nibbled at her lower lip, both of them seeking to bury anything they felt beneath raw, senseless fucking. Hellion especially wanted to get as far away from everything he'd been taught as he could, escaping Storm's lessons for fear of what would happen if he followed them. His kiss was possessive and his thrusts were fierce, slamming deep into X-23's now dripping, thoroughly soaked pussy as he delivered upon her the most fierce and reckless of fuckings he could muster. There was no other way to go about it; he was set on giving her the most animalistic fucking she could imagine, something to lock them into a physical relationship, a casual fling solely about sex and chasing release. He wanted to make her scream his name, shudder and twist and spasm in the sweet bliss of release, to fuck her so hard and long that even with her amazing physiology she would slump down exhausted and spent as his cum leaked out of every hole. A great way to spend a Saturday night, and one that didn't involve having to say he loved her, because once those words came out, they were on the fast track to a disaster.

Laura wanted the same thing. Her legs held tightly to his hips, the words on her lips raw and vulgar and begging him for more as she twisted and howled. His cock shook her core with each hard thrust, hilting into her and leaving her pussy open and full like she could have never imagined. It was so heavy, so intense, and she couldn't help but writhe against the wall. "Fuck me," she pleaded, biting her lip. "Rougher. F-fuck me rougher!"

On a whim, Julian pushed the situation even further, driven by his desire to root this so firmly in the physical and feral that there would be no doubt in his mind. No conversational rationalization could contend with this. His hands released her sides and he waved them forward in a gesture that perplexed Laura up until her own hands were pulled from his body and pinned to the wall. Telekinetic force held them in place above her head, locking them down as his hands reached for her tits, bouncing in her crop top from the force of his pushes. She was stronger than him, but not stronger than his powers, and she couldn't fight against it as he ravaged her. Her legs tightened around his waist and his hips shoved harder against her to make sure she remained up against the wall as he took her.

Being aggressively groped and psychically bound as his cock hammered her senseless was exactly the kind of roughness Laura needed, moaning and howling so hard he had to silence her with his lips again. Her body shook as her orgasm wound up, and she could feel the throbbing of his cock tight inside the velvety, hot vice of her vaginal walls fitting perfectly around him; he wasn't far behind. In fact, they came in perfect unison on his final stroke, his cock pushing deep inside of her quivering hole and firing off a hot load just as her pussy clenched around the throbbing shaft. The pulsating sensation of her vaginal walls around his spasming cock sent both of them spiraling into maddened cries loosed in each others' lips, the kiss barely containing any of the sound as their bodies burned together.

With weakened knees, Julian released the psychic bindings and stumbled, not wanting to drop Laura. His backwards steps found him landing on the bed, Laura falling atop him, their lips still met together as their trembling bodies came down from their high and their eased libidos withdrew, leaving the kiss softening and gentler, until the two opened their eyes in shock.

X-23 pulled back off of Hellion, lifting off of his cock and ignoring the trickling of cum out of her sloppy hole as she said, "W-we should get cleaned up and dressed before class."

"W-we should," Hellion said hurriedly, nodding as he dove for his pants. "But maybe we can continue after class." More like after he'd managed to sort out the emotional mess he'd gotten into and figured out a solid game plan.

"Maybe. But we should probably figure out some rules first, so that this remains fun and not awkward."

"Agreed." He was tempted to ask if she wanted to kiss on it, before realizing just how deep in he was.

Nothing was going to save this. It was just a matter of how long he could ride it out before things went wrong.


	6. The Halloween Masquerade Orgy

The Halloween masquerade party was an annual tradition of the Xavier Institute for Higher Learning, but never had it come with quite as much buzz as it did that year, where things had become so lax and free; anything went already, what would happen when everyone was intentionally celebrating and costumed up? The announcement over the intercom came with a strangely ominous note about being a celebration 'like never before', something in Emma's voice sending people right into concern as they wondered what she could have meant by that, while very much having a clear idea of what the possible reasons were. Nobody knew how excited to get, although it was almost impossible to not look forward to the event. In fact, the unknown only made people wonder even harder what could have been on the verge of happening.

"Hey. Did you get any hints?" Pixie asked as Prodigy slipped into her dorm room, the question on everybody's mind coming hot off the heels of her greeting, but at least she'd greeted him. He hadn't received that same consideration from some of the others, who all assumed that because he was tied to Emma, he would have been able to gleam some of her plans.

"Nobody in this school seems to remember who Miss Frost is," he groaned, flopping down onto her bed and groaning. He'd barely finished dinner when she pulled him aside from an unscheduled lesson; a pop quiz, she insisted. One that ran on far longer than any surprise quiz ought to, with enough vigour to leave him a little wiped as he lay there, Pixie leaning against him. "I don't think she accidentally reveals anything, and especially not to me. She seems extra guarded when I'm around."

"You couldn't ask?" Pixie rolled onto him, lying on her stomach and slightly across his side, looked up at him with her wide, bright eyes. The two had been slipping closer and closer together since their first time, finding intimacy coming almost perhaps a little too easy to the both of them, the natural step forward in their friendship, and neither had stopped to analyze it very much, just accepting and going with whatever was happening between them, as it had failed to steer them wrong so far.

"She wouldn't tell me if I did." Prodigy ran fingers through her hair, closing his eyes and enjoying the softness of Pixie against him for all it wasn't the wicked and dominant touch tinged with disdain that Emma gave him. "And it's pretty hard to carry on a conversation when her thighs are trying to crush my head."

Pixie playfully leaned up and pecked his cheek. "Don't bring up cunnilingus if you're not going to give me any," she teased.

"You want to have sex? I thought we were going to the costume store to find what we were going to wear tomorrow."

"And?" Megan's eyebrows perked up wickedly.  
*****************  
Pixie's back pressed against the stall of the changing room, and she bit down on her knuckle to keep quiet as the green dress she wore was pulled up by an extremely eager Prodigy. His lips pressed firmly against her plump mound, and the fairy girl couldn't believe that she had so easily talked him into this. Her free hand held tightly to the blonde wig that would complete her frighteningly appropriate and ironically worn Tinkerbell costume, the grip on it growing a little too firm as she felt the tongue plunging into her core. "We haven't picked your costume out yet," she whined, shivering as she looked down at him, so eager to perform, so glad to be there on his knees.

"We have time," Prodigy responded, hands following up the backs of her thighs to press into her ass, pulling her pelvis tighter forward as he devoured her. He was all too glad to eat Pixie out, given the fact she was rather straightforward about just wanting to have fun. No biting remarks, no ordering him around or maybe pulling him around by the hair. There was infinitely less pressure on him to perform, and it let him relax, have fun, and savour the fun of the moment. Pixie tasting sweet and gushing iridescent quim in a way that he could never fully get over his awe about were both just nice little side benefits atop her general basic decency.

They had barely managed to avoid even slipping into the changing booth together; the workers seemed to be on alert, as they could not have been the first horny youngsters who decided to have sex in a costume store, and only worsening matters was the likelihood people were going to do illicit things in costumes and then not buy them. But that vigilance only made it even more exciting for the mutants, sneaking around and having sex somewhere they were absolutely not supposed to be doing anything of the sort. There was a clear danger in front of them and neither exactly had the sort of powers that could get them out of the situation, which meant the risk of getting caught was a real one.

That only made it hotter.

Megan thought back to the time she was fucked by Elixir and sucked off Beast in full view of the rest of her class. But more distressingly, she thought about how much more exciting this was than having sex in front of her peers. In some strange way, the school had become an echo chamber of sexual deviance, and little could really shock anybody in a truly scandalous way. Not after a few weeks of 'hands on' sexual education and a few people rather boldly trying to get risky in the cafeteria in ways that didn't always end quite a stealthily as one would have hoped. In fact, one of the greater concerns about the masquerade was if it would just be one massive orgy, and how anyone was going to react to that level of public openness.

But those worries quickly left her mind as Prodigy's tongue worked her over, his tongue and lips so skilled, calling upon knowledge he ought not to have to thrill the fairy-like mutant with borrowed prowess he gladly claimed as his own for the sake of impressing the girl and leaving her more than happy. She struggled so hard to contain her moans as his tongue lapped at her clit, as his fingers dug more firmly into her ass. His approach was so forward and his touch was so infectiously eager; Megan hardly needed a real push to get into something, but she couldn't help but get even more excited as he took so much joy in devouring her pussy, so visibly enjoying himself in the act whether it was reciprocated or not. Her hips began to roll needily as she built up faster and faster toward her messy peak, reveling in the sensation and fighting harder the need to just let all of the noises out.

Prodigy wasn't slowing down for anything, his head up her green dress and working overtime to get her off. He loved the way she moved, the way she tried in vain to hold back all of those sweet and lovely noises. It was a joy to take in, something he adored in ways he couldn't fully articulate back to her, and so instead he showed her with his tongue, eating her out with everything he had and reveling in when her noise turned into a quivering and high pitched whine barely muffled by a hand clasped over her mouth. Her hips bucked forward excitedly, and David barely got his lips over her mound in time to drink her gush of quim right down rather than letting it splatter onto his face. Sparkling pussy juice matting down his hair and lingering on his cheek were hardly inconspicuous sights to walk out of a changing booth wearing, all things considered.

Pixie whined and shivered as she slowly slid down the stall wall, not stopping until she was on her knees and leaning forward, giving a needy and breathless kiss to her friend with benefits, who seemed to be pushing further through that moniker and into something else with each passing day. "Your turn?" she asked, hand reaching down between his legs to the ample bulge formed in his jeans. "Then we'll find you a costume."  
*************************  
Even in the closed off mutant community of the Xavier Institute, there was something relieving about Halloween and the ability to dress up that mutants clung to. Perhaps it was the strange duality of their identities, reaching a point where their birth names and their code names began to feel interchangeable parts of their identities, or the way they dressed up anyway to play savior to a world that hated them. It made them enjoy taking on masks, slipping into the ghost of anonymity by playing at being something else for a night, obscuring their identities in ways that didn't signify them as X-Men or keying into their powers in any strong way.

But Emma wanted more to shroud the situation than only the sense that they were anonymous behind masks. They began with a banquet, lavish in ways that even the longer-tenured X-Men had never seen before from the school, but then, Professor Xavier had nowhere near the flair for celebration and drama that Emma did. She sat at the head of the staff table dressed as Glinda the Good Witch, glad to see that almost everyone had turned out in full costume for the celebration as yet once more, everyone fell easily into her plan. Never had she been on anywhere near as successful a stream of plans gone well as she'd been with her 'changes' to the institute, but thus far nothing had gone wrong and plenty of things had happened well in advance of their previously projected payoffs.

"I'd like to propose a toast," she said, voice clear and echoing across the long dining hall, where the cafeteria tables had been replaced with long oaken tables. The words not only carried through the room, but in their minds, and all conversation fell silent as eyes turned toward the headmistress. "A toast to the future of mutantkind, and to self-discovery. To learning, as we are all here to do, but about more than how to control our powers or about our world. Learning about ourselves, looking deep in and finding what it is we desire and who we are, and how to best act on those things. I hope that tonight, we can all learn the lessons that we still have yet to learn." She raised her glass of champagne high, and everybody followed suit with her. It was a strange toast, but one the students and staff all drank to out of respect nonetheless.

But it was in her words that the true purpose of her toast lay, planting the seeds and suggestions that would grow over dinner.

It was only after dinner, once the student body had spread itself out across the entirety of the school, costumed partiers moving about as they willed, that it hit them. To call it arousal wasn't quite right, although it was certainly a pull toward the physical. A layer of psychic clouding dimmed peoples' perceptions in the vaguest of senses, left it difficult to tell who was truly underneath their costumes. Many of the attendees had picked costumes wryly referencing back to their abilities in some way, plenty of them not even involving masks, and others still were so naturally distinguishable in appearance that no costume could hide who they were. And yet, as eyes drifted around, there seemed a sense of genuine mystery that trounced what were in some cases years of familiarity, plunged down into a room of unfamiliar people in costumes, whose identities were a mystery. But instead of worry or a desire to seek out people they knew, a sense of freedom followed. Nobody would explicitly think such a thought, but they knew deep down that this anonymity left them absolutely free to act as they wanted without worry of being judged for it the next morning; they were as much a mystery as the person next to them.

Emma's Halloween gift had been the assurance that whatever they did, they were free to do. Recklessness and hedonism wrapped up in the liberating thrill of anonymity, being remembered only as a hazy recollection of a costume. But it was in many ways as selfish a gift as it was a boon to the receivers, as it would serve only to further her points, push people further into debauchery and careless sexual desire. Living up to all the concerns she had assuaged and mentally snuffed out, Emma was pushing her school into certain territory, and did so by borrowing the old trick she would use for the Hellfire Club's Halloween ball. And she knew she would catch no heat for doing so.

From that point forward, the party was a fight against the inevitability of entropy and human lust, and it wasn't very long before someone acted on an impulse, setting off a chain reaction that sent the party plunging madly into a seemingly anonymous orgy broken out recklessly across the school.

Mercury had dressed up as Little Red Riding Hood, and appropriately found her way to Beast, who had gone as the Big Bad Wolf. Despite the big, furry teacher's very obvious physical traits, the girl seemed rather unaware of who it was she was purring to as she admired, "Oh, grandmother, what a big cock you have," pulling out the sizable shaft and licking her lips as she squatted down in front of him, the other hand pulling up her skirt and shoving her panties to the side so that she could get to her pussy. Her hand moved steadily back and forth across his shaft, admiring the admirable cock as she looked up lustily at the science teacher.

"All the better to facefuck you with, my dear," Beast said, getting into character more out of a reverence for the concept of Halloween and inversion festivals than the freedom Emma's psychic haze granted. His big hand reached for her hair, grabbing at her red hair from beneath her hood and pulling her face forward, driving his cock right into her mouth with a steady and somewhat savage thrust, wasting very little time in getting right to work on her pretty face. His cock slipped quickly down into her throat, and delightfully, he met no resistance, driving his lengthy dick right down her gullet until her lips were smack against his balls and he could really savour the twisted little spin on the fairy tale.

Mercury's mutant ability had turned her body into liquid metal, which meant that she lacked a gag reflex, and began to push even further down, excitedly abusing the relatively limitless nature of her body to really savour the thrill presented before her. She took his cock down, and found that the man dropping all illusions of being her grandmother seemed to only get more savage as he realized just how much he could unwind. Beast had been holding a lot back where having sex with students was concerned, but each thrust into her hot, tight throat told him that whoever he was throatfucking didn't have to breathe, and he was quick to capitalize on the situation before him, the opportunity to go all out on her. Not that she minded of course, happily sucking him down deep, her fingers pumping rapidly into her drooling pussy, leaving the drops to fall into her empty picnic basket.

Going as Tinkerbell was a decision Megan only found further redeemed by the orgy, able to keep her costume completely on as she blindly hooked up with the first appropriately endowed man she could find. Her skirt was pulled up as the straddled the lap of the lucky guy dressed up as a cheesy movie vampire, sank down onto his cock and bouncing steadily atop it, moaning as she pressed into him with intense need and desire. She had no idea who he was, but so long as his thick cock was spreading her narrow snatch open she simply didn't care, wings fluttering and buzzing excitedly as she leaked all over his lap.

His hands were quick to grab at her taut ass, squeezing and smacking at the cheeks as he leaned back against the couch and let her just have him. The sensation of her exceptionally tight pussy around his cock was quite the sensation, made all the better by the moaning sprite in his lap. Her wig was kept steady in, keeping her hair a ponytailed and silky blonde for the night as her real wings emerged from her short dress, adding an air of authenticity of her costume of the cartoon fairy. Pixie knew exactly what she was getting into when she chose it, and adored the silliness of the idea.

But its practically had quickly become her favorite part of it, by far. She moaned, bucking frantically atop the mystery man. Her pussy clenched down around him and didn't let up, reveling in being spread open by the girthy shaft. Biting her lip, she turned around back to feel a third hand reaching for her bouncing rear, which was so deliciously tempting in how it moved with the vigorous bounces. She heard a voice, rather unclear amid the growing noise in the room, but gladly shouted out a ragged, "Yes!" before she felt a cock pushing between her cheeks, just as nice as the one buried balls deep into her pussy. She moaned excitedly as the double penetration began, sending the costumed fairy into whole new reaches of excitement.

The rather tight spy catsuit that Rogue had worn hugged her cleavage in a way that left it the perfectly spot for a needy cock to settle into. Rogue had been treated with care by Emma's mental haze; people knew not to make contact with her skin, but of course she had worn something that left everything but her face exceptionally well covered. One lucky zombie got to sandwich his cock between her gorgeous and incredibly plump breasts, fucking her and feeling the odd sensation of the warm latex against the underside of his cock as he thrust, hammering her cleavage hard as he reveled in the thrill of the clothed titfuck.

"You're doin' great, sug," Rogue purred, biting her lip as she looked up at the student front and center. To either side of him were a skeleton and Michael Meyers, both jumpsuits opened up to reveal thick, goo-dripping cocks that her gloved hands were more than happy to wrap around and pump, the tips close enough to her face that the occasional spurt of pre would land on her cheek, leave her all too excited for what was to come. And naturally, the southern vixen had all three men writhing, moaning as they fucked her cleavage and her hands, winding up with each passing moment, growing further and further to the messy finish they all knew was coming. It was such a delectable thrill to know she 'still' had it, that she could pull off a group fucking this well without worrying about hurting anybody.

The hot finale left her shuddering in glee, the three thick cocks blowing their molten payloads all over her pretty, smiling face. Her lips were open to catch as much of it as she could, but most of it painted across her cheeks and in her hair, leaving her some extra strands of white that ran messily through and across her skunk stripe. She moaned, wringing the two at her sides of their last drop as the zombie himself finished his own off, leaving Rogue to smile and bid them farewell as she licked the cum off of her bumpy gloves just in time for a new suitor to press his cock against her cameltoed mound through her catsuit and get rubbing.

She expected there'd be a lot of this by the time the night was through.

Kitty Pryde had always wanted the chance to use her powers in some incredibly lewd and risky way, and was all too happy to indulge as Beetlejuice bent her forward and right through the wall, shoving her forward and gripping her hips as he pulled her black pants down by the tail, exposing her tight little hole and slamming carelessly into it. Kitty yelped, pushing her head through the wall to look at the rest of the orgy going on in front of her, moaning as she rocked back and forth, savaged by the hard, powerful thrusts that she sorely needed. The abuse of her phasing ability for the purpose of sex was a sweet indulgence she'd too long denied herself, and it felt amazing to finally have it, moaning as she was so viciously pounded.

The sight of a moaning girl wearing cat ears halfway sticking out of a wall was bound to get attention at some point, and He-Man was quick to come over and plug her open, noisy mouth with a cock she could occupy herself with. And save for a quick little gag noise as a cock slid into the surprised mutant's mouth, Kitty did exactly that, sucking down the shaft presented before her with gusto. She bobbed her head quickly, used the fucking she was receiving to set a nice back and forth pace on the dick in her mouth as her hands grabbed the bare thighs of this mystery mutant and his own hands grabbed her hair to help get her to pick up the pace.

Getting spitroasted through a wall, Kitty felt like a double-ended glory hole, and yet somehow that was exactly what she'd wanted, feeling electrified as she threw her all into the filthy act, the misuse of her powers for the sake of an orgy. It felt too amazing to deny, like she had overcome some kind of mental hurdle in the mix of it all. And now, with balls slapping against her chin and her clit in perfect sync, used carelessly and by both like she was the sole focus of the moment, she was left dripping and moaning loudly. The focus was all on her, greedily turning a threesome into two separate acts with her as the star, and she couldn't help but feel more than a little excited by that.

On all fours on a coffee table, X-23 held her ass up high, the black dress of her Wednesday Addams costume rolled up considerably, as Nightcrawler took a rather eager and feral round of fun with her, and quite forcefully at that. Dressed as a pirate, the fuzzy blue elf's three-toed feet held tightly to the taut cheeks of her ass, his strange pose and acrobatic prowess letting him crash down into the clenching, hot ass of the trained assassin from an angle that she had never experienced before. She cried out, twisting as he came down again and again, his pace merciless and with an approach that left her floored.

Holding a handful of her hair, Kurt pushed her face down against the table, keeping her with her face down and her ass up so that he could continue railing into her as hard as he possibly could. "Mein gott, fraulein," he groaned. "Your ass is exceptionally tight." His toes clenched, squeezing her ass hard and spreading her cheeks a little tighter as he continued to rail into her, each throb against her hot anal lining spurting a little more pre to held lubricate her hole. It was hard and savage, but exactly as both of them seemed to like it, down to the feeling of his balls smacking against Laura's taint with each slam forward.

But as much as X-23 reveled in the feral ravaging she was being given, amazed by just how much she was getting off to her ass being pounded and the roughness of her face pressed to the table, she wasn't ready for what came next. The spaded tip of the demonic-looking mutant's tail shoved its way into her sopping wet pussy without warning and began to fuck her without mercy, leaving a very happy Laura twisting and gasping as she was worked over in both holes by Nightcrawler. She probably would have gotten off purely from the anal ravaging before long, but the tail pumping rapidly in and out of her pushed her to the edge much faster, leaving the usually quiet girl screaming out in utter bliss, tongue lolled out as she reached new heights.

Storm cried out as she was pounded into, the winged helmet of her female Thor costume being knocked off of her head by the intense fucking she was on the receiving end of. She moaned, grabbing hard at the arms of the reclining chair as her pussy was hammered into, each thrust feeling more intense than the last as her body trembled. She twisted and surged in delight, unable to believe how freeing it was to be in the lounge area, a small crowd of eager males lined up to watch her getting fucked. They couldn't see the loud ebony beauty as the teacher she was, but as a gorgeous woman dressed up as the god of thunder, and who was getting a train run on her.

Another hot load of cum dumped right into her pussy set Storm off, leaving her gasping and twisting and bucking as an orgasm tore through her body. Her head rolled back and she let out a mighty cry as the guy in her pussy pulled out. Her sloppy pink hole was left on display, the cum of countless men already leaking out of her in a gloppy, thick mess of quim and the semen of more guys than she was in any position to count. Some stray pearly stands lay across her thighs and her taut stomach, and her breasts had been exposed after her top was torn, the dark, plump tits hanging out gladly. And yet she'd barely been able to recover from that orgasm when yet another cock sank into her needy hole, setting her body alight once more and leaving her screaming in bliss. She couldn't believe how good it felt, but it kept happening, and she was more than willing to embrace it each and every time.

She felt like the star of a fertility ritual, the most virile men she could round up each taking a turn with her pussy, not caring how many times it had been fucked already as they plunged into her heated, clenching hole and had their fun with her. Hands grabbed at her breasts, kneading them as she was claimed once more, the smell of sex and the feeling of countless gazes upon her left her burning in lust and need, shivering as she indulged in things she'd dreamt of, but they were vividly real now. All of the fantasies she'd kept hidden were coming true in the most satisfying and intense of ways possible, and she knew it would take all of her willpower not to get washed away and consumed by them.

And much of her wasn't sure she didn't want to be.

Psylocke was immune to Emma's haze, but that didn't mean she wasn't eager to play along. Dressed up rather unimaginatively as a ninja, she had a mighty need for two guys who could fuck her senseless in tandem, and she was quick to find them in the form of the Summers brothers. The two didn't seem to recognize each other as they approached her, Scott dressed as a knight and Alex as himself--he pulled a very old and embarrassing uniform out of his closet at the last minute--but she was fine letting them run their hands along her body and whisper the dirtiest things into her ears about how hard she was about to get fucked, unaware their partner in crime was their brother.

Dropping to her knees, Psylocke purred as she pulled down the cloth pulled up over the lower half of her face and she reached out for both cocks, admiring the rather even endowment of the Summers boys, and started to suck. She alternated cocks, both men positioned right in front of her. She'd sucking one down, giving it a wet and noisy slurping before moving to the other, the constant stroking of her hands providing steady pleasure to both as she worked. Her sloppy and messy technique drew plenty of moans from the two well endowed men, who ran hands through her hair and urged her to go faster.

"Faster, boys?" she teased, biting her lips as she looked down at the two throbbing members before her and got a wicked idea. "I don't want to tire you out before I've even felt one of you inside of me. Unless of course you think you have the stamina to keep up with me." Leaning forward, she brought the two cocks together, pulling them both greedily into her mouth with one motion, tongue slithering between them as she flaunted her skills, intent on leaving both men wondering if perhaps she was a little more than they were prepared to take. Not that she seemed to be willing to let that get in the way as she sloppily sucked both cocks at once, so ready to spring on them the surprise of what was to come; this was only the beginning for them.

The Stepford Cuckoos crowded around Colossus and his fairly sardonic Uncle Sam costume, the triplets wearing adorable monkey outfits. They'd intended to go as the three wise monkeys, with Celeste hearing no evil, Mindee speaking no evil, and Phoebe hearing no evil, but they had abandoned that sensory deprivation to instead lavish eight inches of throbbing Russian cock with as much attention as they could, descending upon the metallic man and leaving him feeling incredibly lucky as three gorgeous psychic siblings decided to put all of their attention to the worship of his mighty shaft. And oh what worship it was.

Celeste lay on his body, her thighs holding tightly onto either side of head and pushing her dripping pussy down against his eager mouth as she wrapped her lips around his head, sucking steadily on the thick, mushroom-like end of his cock. Piotr's strong, massive hands held tightly onto her softly curved ass, pulling her down and hungrily eating the psychic out as her sisters joined in the lavishing of his cock. Mindee came in from the side, licking and kissing all over what her slightly elder sister wasn't swallowing down, her hand unable to actually wrap fully around it and instead just rubbing into the skin as she worked.

Finally, Phoebe lay on her stomach between his parted legs, sucking on his heavy and swollen balls, nuzzling into the underside of his shaft as she gave them a thick, warm coating of saliva. More than her other sisters, she got downright messy, slobbering all over his nuts as she grabbed at his thighs. The three sisters were of one mind, working together with perfect coordination to leave Colossus lying there, floored as he devoured Celeste's snatch and savoured the amazing three-on-one oral treatment, which quite handily blew any past experiences out of the water.

Surge lay atop Armor, almost 69ing her girlfriend as the couple went as a pair of obnoxiously neon ravers who on some subconscious level knew that the other was definitely their girlfriend. The only complicated factors were Angel dressed as a devil and Wolverine as a lumberjack, each one enjoying the tight snatch of one of their gorgeous Japanese students, pumping hard and fast into the soaked pussies, enjoying the extra layer of pleasure on top granted by the tongues. Oh, what skilled tongues they were, licking the parted labia and the cocks that spread them open.

For the two girlfriends who adored bringing a man into their bedroom for hot, dirty threesomes almost nightly, it was a position both were familiar with, but never had they gone both ways with it before. Hisako and Noriko gladly moaned into the other's thighs, panting and whining as they were fucked. Armor got a steady drip of quim leaking down into her thirsty mouth, and in turn Surge was licking Angel's cock of every sweet drop that coated it. Occasionally, the men would pull out of the hot snatches they were drilling to slam in tandem into the girls' mouths, receiving a quick cleaning before sinking right down into them and returning to work.

Emma was almost drunk on the incredible lust that the X-Mansion had become to throb with,. a heady psychic thrill she soaked in gladly as she strode through the orgy around her, the only one except for Psylocke who knew what was going on--none of the student telepaths were strong enough to overcome her--and very glad to see the messes spilling out all around her. She spied Rockslide bouncing Dust on his cock, Wolfsbane sitting on Blindfold's face while she gave Elixir a titfuck, and at long last, she found the two men she'd left a little extra something for; the explicit order to sit right the fuck down and wait for 'their date'.

The unruly gray wig atop Prodigy's head completed his thematically amusing Albert Einstein costume, while Hellion had gone full suck-up by modeling an outfit based on what his would have looked like were he white king of the Hellfire Club, wearing his devotion to Emma as openly and over-compensatory as he could. But Emma could only smirk as she sat between the two, who sat in the end spaces on the couch and seemed relatively unaffected by the orgy around them.

"Good evening, boys," she said, smiling as they were immediately upon her, hands grabbing at her body, pulling her dress up, acting like the psychic puppets they were, strings pulled by the smiling Emma as she began to do away with Hellion's pants. They were rather cognizant of what was happening, they just knew that their duty was to wait for their 'date' and then go at her. "Now, I want you to both go at me as hard as you can. Imagine that on the other side of me is your most bitter rival, and that you want to fuck me better than him, want to prove to me why you should be my favorite."

"I'll fuck you better," Prodigy grunted, kneeling behind Emma and lining his cock up with her tighter back hole, hidden between two round, porcelain cheeks. He gave it a second's tease before he slammed forward, claiming her with a grunt as his body pushed against her hard enough to shove her down onto Hellion's in turn. He had no idea who the other two participants in the threesome were; he didn't know it was Emma, and he certainly didn't know that beneath her was Hellion. He was just driven to act like it was.

Emma moaned, biting her lip as she felt the two thick cocks fill her up. Both students were so eager to please, to win. "Mm, boys," she purred, licking her lips as she grabbed at Julian's shirt. The thrusting began, and the competition was on; they were both so hard, so quick, so savage. They both had something to prove to themselves, and she had actively cultivated this little feud. Her psychic dalliances with Hellion had ensured he was fired up and motivated, his aggressions pointed at trying to outdo Prodigy while unaware he had the opportunity to right before him. The night would be long and she would let them go eventually, but she wanted to see first how they were coming along. For better or worse, Prodigy was now 'her' student, and she had to work to make sure he was ready.

The two cocks slammed hard into her, and she took only seconds to begin playing them like fiddles. "Mmm, you're so good at this," she moaned, not indicating who she was talking to, leaving both of them unwilling to take the chance that it wasn't her. They got faster, got harder, left the couch the three were on the source of the loudest noises of all. The fleshy smacking sounds that followed as two cocks hammered the headmistress in both holes mingled with her sweet, gleeful moans as she received the hardest fucking they could, and oh what a fucking it was. She was left moaning, shuddering and twisting as the students proved how far they had come in their education in only a few short weeks.

Hellion and Prodigy both slammed into her with something to prove, aggressive and territorial, trying their best to outdo the other. Prodigy massaged her soft ass firmly with both hands while Hellion fondled her tits, caressing her nipples and drawing more moans from her quivering lips as her spine arched. They were going all out, and their efforts were repaid with moans that naturally, the haze on their mind was taking a reward, something to earn more of, just to keep them working overtime to make Emma feel good.

As much as anyone else, Emma was taking advantage of the situation's anonymity. If not for the fact she knew she wouldn't be remembered for this, she would never have let two students, or really anybody, fuck her this hard. They were practically in control, physically speaking, railing her front and back, and she was left a quivering, howling mess as the raw pleasure caught up with her. Nothing was cold or dominant about her approach to this, about the way she reached back to caress David's cheek as she grabbed Hellion's collar. "You boys know how to make a girl feel better than I thought you would," she groaned, and was rather tempted to leave a little something in both of them that would grow into a real competitive threesome, a desire to outdo the other by fucking a lucky lady into the absolute most senselessly happy, albeit incredibly sore, pile of twitching orgasms they could.

Her body hit its shocking peak right there, and the next words she had for them turned into a shaky, senseless howl as she lost herself, crying out in insane bliss as her body surged with searing hot pleasure. She shook between the two bodies as she leaked messily all over Hellion's lap, shuddering as her body tightened up, her ass and pussy both clenching down as much as they could while being stretched out as much as they were. The pulsating tightness did both men in, helped along by a little psychic trigger pulling, leaving two gushes of hot, thick spunk spreading through her holes as the cocks buried themselves into her, filling Emma up with warmth and gooiness that left her more than happy as the boys pulled out.

"That was good," she said, turning around to face Prodigy, pressing back against Hellion's cock with her now spread and gaping ass hole. "But I think you boys can still do harder than that."  
****************  
When the "morning" came, everybody woke up in their own beds, a rarity for any night at the Xavier Institute but especially in the wake of an orgy. Everyone was sore and spent, having fucked until the dawn, but none could remember who their multiple trysts had been with beyond hazy recollections where only their own actions came through with any clarity; costumes or feelings or details were lost amid the hazy flurry of dim memories that left people wondering if the punch had been spiked or if there had even been any punch at all. For some, there was a sense of loss, wishing they could remember that one really amazing person they had been with, while others had gone so far over the edge that they were relieved to think that hopefully, their deeds would be lost amid the craziness of the night.

But no matter what they had done, everyone felt just a little more loose and open, taking the experience as a positive step in a more lurid direction, though none thought back to Emma's speech at dinner or how they had indeed found self-discovery in a rather hedonistic avenue.


	7. Prodigy's Growing Frustrations

"You look excellent today, Miss Frost," Prodigy said as he entered her bedroom for his evening lesson, a little taken aback by how very well dressed for the occasion she was. David was used to not getting too much preparation made for his arrival, but that evening, she was wearing a gorgeous and very form-fitting corset that stopped at her wide hips and left her gorgeous pussy bared, continuing down with thigh-high stockings that ran quite remarkably high up said luxuriously long and soft thighs. With a lacy choker and her normal gloves switched out for much softer-looking ones, not to mention her hair and make-up freshly done, she looked divine, dressed in white and radiant like an angel. Like she actually wanted his company and had dressed up for it.

"Do I never not?" she asked teasingly, smiling as she rose from her seat to greet him. "But in truth, I am so glad that you've come over tonight. I have been looking forward all day to this visit, and I felt it appropriate that I get well dressed for such an occasion, rather than wasting the opportunity and not getting ready." There was a delightful and oddly warm smile across her face and a sway in her hips too sensual and sultry for the company she had, given her general disdain for him.

But David bought it hook, line, and sinker. The entire presentation, with the perilously low cleavage line threatening to make her ample breasts spill right out of the tight clothing, and the lovely air to her voice, he was absolutely ready to buy into the idea that Emma had turned around on how she thought of him, ready to give him something very different than before. Something affectionate and perhaps even driven by his desires and dominance rather than her own. "I'm glad you thought well enough of me to get this ready for me," he said, smiling as she took him by the hand and led him to her bed. He dragged just a little bit behind so that he could watch the way her round ass bounced and jiggled with each step she took; she looked incredible, and he couldn't believe that she had done all of this for him, but he was all too ready to accept that reality.

Emma pulled him down onto the bed, climbing onto him and moaning as she pressed her voluptuous body down against him and bore kisses excitedly into his lips. Heated kisses, the kisses of an ice queen melting despite the coming winter, embracing her feelings for the depowered mutant and acting on them with an intimacy and playfulness she had never shown him before. Kisses that made his pants suddenly feel very tight as she bore down against him, her hands at his shirt and his hands finding her round hips, squeezing them as they got down to their 'lesson' for the evening in the most passionate they had ever been.

Pressing her ears up to Prodigy's ear, she peppered the side of his head with kisses, let her hear the soft, ragged breaths she was pulling in, the sweet, faint moans that pressing her body against his inspired. "Get your pants off," she whispered huskily. "I want that cock inside of me and I can't wait." It was the most desperate she had ever sounded before as she pushed against him, and the low voice whispering things he had only dreamed she would ever confessed ensured that he was pulling his pants off as fast as he could, wanting nothing more than to get his cock out and to finally have the amazing, passion-filled night that he had wanted all this time, absent of the hatred that had coloured her interactions with him so much.

His pants had never been off faster.

Emma took his cock in hand, moaning as she wrapped her fingers around it and confirming that she was wearing incredibly soft gloves as they held tightly to his shaft, already at full mast but certainly not remiss to give a few slow strokes just to rile him up. "So big," she purred, free hand pushing against his waist and running slowly up his body, teasing and taunting, building an anticipation and sensuality that put Prodigy at ease, left him feeling like they had overcome some milestone in their belligerence without his even knowing it. Up his chest the finger went, until she reached his solar plexus, at which point, everything went limp.

Well, almost everything.

His limbs simply stopped responding, Prodigy panicking as he found himself unable to move from the neck down. "What just happened?" he asked, eyes moving up from the amply exposed cleave to Emma's face, where her sultry smile and turned into a wicked smirk. "Fuck," he groaned as the realization dawned on him.

"Men continue to prove the most easily manipulated animals on this planet," she said happily as she released his cock. "And yet even still, I gave you too much credit in assuming you would be at least a little bit suspicious as to why I was suddenly glad to see you." She smiled brightly, baring her teeth like the dominant predator she was as her hands ran up his body slowly, tracing along the bared dark skin of his chest, up along his neck to his chin, where she tilted his head down to face her more straight on. "Some genius you turned out to be." Further up her hand ran, its back running tauntingly along his cheek, leaving Prodigy fearing a slap, but instead, she went right up to his head and lifted her body up from off of his. She began to push forward, biting her lip as she stared down at him.

"Okay, great joke, you had me fooled. I believed for a moment you actually enjoyed having sex. Very funny, I'll be sure to tell my friends. Please let me go now." The stillness was unsettling and maddening; David couldn't even so much as squirm in general worry and discomfort as she pulled up his body, her purposes not entirely clear to him if only because she had thrown him for too many loops for him to trust any signal she was flashing him. She was devious, and he decided the safest thing to do was to avoid assuming anything; the only safe way not to fall into one of her traps. Of course, that left him with even less to do as she crawled up his body.

“No, I think I'll keep you here. Why waste somebody so skilled as you, who's so ready to fuck? And you can still use your tongue, too.” She smirked, gripping his head harder as she pulled herself up, sitting down on his face, her slick folds pressing against his lips as she rubbed the golden hairs above her dripping snatch against his nose. “Get eating, and maybe I'll decide your cock would make a good seat when I'm done.” She laughed to herself as she pressed down against his mouth. “Now get licking.”

Fuming as he did over her wicked tease and the cruelty of her ploy, Prodigy didn't exactly find himself in a great position to argue against what she was doing. So he did as asked, sticking his tongue out and dragging it against her plump labia as he closed his eyes, wanting to avoid the way she smirked down at him, the way her golden hair fell over her shoulders, leaving her looking like an angel of love and a devil of lust all at the same time. He'd fallen into such a paradoxical situation with Emma, the gorgeous woman disliking him in such a weirdly specific but oddly vehement way, willing to have sex with him but eager to make him pay for it dearly. If only she could act saner, more like the woman he'd been double penetrating at the Christmas party with... Somebody. That night was a bit of a mess even a few weeks removed from it, and he hadn't been able to piece together anything but hazy blurs and intense sensations.

“Your tongue is as good as always,” she purred, licking her lips as rolled her head back, bucking against his face a few times to taunt him and further exert her authority before slowing down a little to instead grind slowly against his lips. “And why wouldn't it be? You get so much practice; you should be grateful, you get to pleasure a beautiful woman, and you get to learn how to make Miss Gwynn happy. Which I won't say you absolutely need, but maybe there is a place in breeding the next generation of mutants for you; keeping the women happy with your incredible mouth while we wait our turns.” She loved taunting him, especially now, when he couldn't move. She had his mind probed, of course, feeling all of the bubbling fury, the anger her words inspired as his muscles tried in vain to move and take control of the situation. She had him completely under her grasp and refused to relinquish it for anything, and she loved that he still tried.

Angry as he was, David kept licking. As much as he really could given the fact he had only his tongue to work with, he was probably giving the best possible cunnilingus under his set of circumstances. He couldn't use his neck or his hands, couldn't really do anything but lap at her dripping folds, wiggle his tip against her clit until her spine arched, or plunge his tongue deep down into her deepest reaches and lick her quivering inner walls clean of her delicious nectar. He knew that the taste of her quim was becoming addictive only due to her interference, but he hardly minded in the least, loving that he could enjoy the task so much given the way she insisted on getting head so often. Fortunately, proximity was not a problem; her weight came down squarely on his mouth, forcing her mound tightly against him as she continued to rub his nose in her neatly trimmed bush just for the extra edge of dominance that came with it, the thrill of so utterly dominating him and showing him that she had total control of the situation, and of him.

“Be glad you're so good at eating pussy, it's what's keeping you around.” She wasn't being entirely truthful as her taunts moved more into the realms of dirty talk and lording her control over him, and David could tell, but it still stung deep. His struggles didn't stop as he tried fitfully to move, to overcome her limpening effect and get some muscle control going, if only to deal with the aching of his cock. Having his face rode by a gorgeous woman who was deep enough in his head to fuck with his perception of how her pussy tasted, making it the most incredible flavour in the world to him, did certain things to a man's cock and his needs. She knew that fact damn well, which was why she smiled and added, “I know exactly what you're trying to do, and it won't work. Even if you can so much as twitch a finger, I'll just come down harder on you. It's a shame you never picked up the knowledge of how to overcome telepathy. That might have actually come in handy.”

Driven by the power trip and the exciting sensation of riding his amazing tongue, his rage only driving him to devour her pussy more intensely to prove himself to her, the White Queen found herself soon bucking madly atop his face. She rode him hard, pressing down against his lips as she greedily sought her pleasure, her grip tight on the moment and ensuring that she was utterly victorious. Soon, that victory knew a face, as her orgasm throbbed outward in powerful, pulsating waves of searing delight. She cried out, bucking badly against his tongue as she got off hard and fast, leaving Prodigy to drink down the headmistress's free running juices. She was elated, riding high on the moment and on the amazing thrill of so thoroughly dominating someone. 

“Mm, even Scott wasn't able to get that much mileage out of only his tongue,” she purred, lifting off of his face and letting him at last draw a breath that wasn't overwhelmed the scent of her pussy. “Loathe as I am to give you any manner of positive reinforcement, I think such a wonderful performance deserves to be rewarded.”

“Great, so you're going to let me go and we can have sex like two normal people?” he asked dryly, knowing full well that his answer was wrong, but he was simply out of fucks to give.

“Of course not,” she said, pulling excitedly back and giving David once more a full view of her glorious body in its entirety, framed in white and giving her a veneer of purity that in the passing weeks the entire school had discovered, at varying rates, that she simply did not possess. Especially when she was biting her lip, straightening out her hair a little and grabbing his cock. “In fact, you're not so much a lover tonight as you are a warm, living dildo that's capable of giving me the sensation of being cummed inside of that my toys woefully lack.”

“And people say romance is dead,” he snarked in return, groaning she slipped down into his lap. His bottom lip trembled a little as he drew in a sharp breath, but every other instinct, which his mind had been coached to expect given the sheer volume of sex he was suddenly on the receiving end of, failed to come to light. He remained still, frustratingly immobile as his cock, the only thing not limp across his entire body, was sheathed in the slick, tight heat of Emma's glorious pussy. He fit her like a glove, stuffing her full of cock just right, and loathe as she was to admit it, she joined him in moaning.

There was nothing more frustrating for Emma than David's sexual everything. He was incredibly skilled in ways that she knew were at least part due to knowledge he'd picked up by accident, but not entirely. There was a genuine aptitude there, a sense of exactly how to make a woman happy, that she felt it her reluctant duty to hone, and as much as she had taken issue with his assignment to her, she found herself enjoying it greatly, and soon, she was moving quickly atop his lap, riding his cock with a vigour that made her perky body heave and bounce in all the right ways for a frustrated but very horny genius unable to move to focus on. There was a fun to her job and to being able to exert such sexual authority over him that she relished in the opportunity to enjoy, relentlessly riding him hard as she moaned as loudly as she could laying on her enjoyment incredibly thick to further taunt and toy with David.

“Mm, I think I rather like you this way," she moaned, biting her lip as her body moved in steady, confident sways, riding him hard and fast and showing no sign of relenting as she did so. "Docile and being around solely for me to get off on; I could get used to keeping you like this." She knew how to ride a cock well and it was no surprise that she knew how to move gracefully enough atop an immobile partner to leave him wishing he could move, to thrust up madly into her bouncing body, to give that clenching pussy dragging along his cock just a little more fire, as amazing as what Prodigy was getting already was. It was intensely frustrating to be subject to such a treatment, knowing he could make it so much better but also that driving him up the wall was entirely the point. It was a potent headfuck that left him groaning not only in pleasure, but in teeming frustration.

David's cock throbbed within the wondrous clenching of Emma's pussy, which held tightly onto it and simply refused to let it go. She felt incredible, the sensation of being ridden and used like this simply divine, as much as he hated it. There was almost something enthralling about being so thoroughly dominated, about the self-assured and powerful way in which Emma rode his cock hard, so utterly in control. It was fascinating to witness, the depowered mutant awestruck by so much of how she dominated him. She had a power to her, a presence that accentuated her grace and her beauty, and the lingerie only further enhanced the image as she moved faster and faster, shoulders leaned back, breasts pushed out enticingly, taunting him with their healthy bounce as he was left unable to reach out and touch them.

"You should be more grateful," she moaned. "There are men who would gladly become paralyzed for life for this opportunity, while you need only remain like this for a few moments." Her voice quivered a little, and yet it retained its utterly in control tone as she bucked madly atop his lap, bouncing hard on his cock. Her motions were steady but very feverish, driven by her intense, throbbing need for more, for his cock to stretch her out each time she took him all the way inside of her. She couldn't stop once she'd gotten a taste, but she kept herself in a position to justify it with the firm knowledge that she was confident and aggressive in seizing her sexual enjoyment.

Not that Prodigy would have complained as the rush of sensation struck him hard, leaving him shouting out in delight as his instincts once more drove him to attempt to fuck her, to slam up into her needy, clenching hole as it tightened intensely around his cock and began to milk him of his pent up orgasm. He winced as his cock throbbed and ached inside of the tightness, soon enough firing off deep into her greedy snatch and giving it the plentiful, steaming load she had been after, that she had rode him for. She twisted in delight, head rolled back as her body moved in its final moments ta the greatest rush of speed yet. She refused to slow down as she rolled and howled, seizing victory in the most sweet of ways.

"You know what?" David panted, looking up at the radiant afterglow of the gorgeous blonde sitting on his cock. "That wasn't actually who bad. I had fun."

"What do you mean had?" she purred, head rolling dauntingly forward. "I am far from done with you, and your cock is going to remain hard until I'm satisfied." Her hands pressed down against his chest for balance as she turned pleasure into torment by starting to bounce once more, pushing just how double-ended a fate as Emma's spiteful lover could be.  
*******************************  
David wasn't even sure what he and Megan were anymore. They fucked a lot, they made out plenty between those points, and unless they were fucking someone else on a given night, they slept together too. In that real, actually sleeping together way where they were a mess of snuggled limbs and whoever woke up first had to preciously balance wanting to get up to get ready for class or pee with not wanting to disturb the other. And he adored that, he really did, but fuck if things didn't start getting weird about it once X-23 and Pixie became quick friends. Walking into Megan's bedroom to find his rival's girlfriend devouring his own not-girlfriend's pussy was quite the sight, but then they started hanging around, and almost as distressing as the fact he had to coexist with Hellion in more friendly states that he would have liked to was seeing the context of all the things he did with Pixie filtered through the very coupley intent of X-23 and Hellion. It all hit too close to home, and left David wondering what he and Pixie really qualified as, given how tightly the behaviors lined up.

At least, when he wasn't wanting to rip Julian's head off.

The two agreed to play nice for the sake of the girls, who became unlikely friends rather fast, and soon enough there were four-person lunch tables with the most bizarre juxtapositions imaginable. Despite the way Megan's cheery and bright demeanour seemed at odds with Laura's quieter and more withdrawn sensibilities, not only did they find a lot to talk about, but in many ways Laura was growing more outgoing for being around somebody who one simply couldn't be closed off around. It was impossible to remain withdrawn around such a manic pixie.

And so the boys played nice for their sake, although they didn't do very much talking to each other from across the table. Plenty of Prodigy talking to X-23 and Hellion talking to Pixie, as well as tons of Pixie talking to X-23, but Prodigy and Hellion kept mostly quiet when the girls were engaged in conversation, eating their food and only joining in. It was curt and, while the girls weren't too fond of it, they were certainly more welcome to it than to the alternative of them sniping at each other and ruining their lunch time.

Which made it rather awkward when it was supposed to be the four of them hanging out in Pixie's dorm room, only for X-23 to get pulled away some vaguely explained 'responsibilities' that nobody really wanted to pry too much into. Which of course meant that it was Julian, Megan, and David trying very hard to find a way to make the situation work without having to outright take turns covering their ears and carrying on alternating conversations with Pixie. Which worked about as well as could have been expected.

“How could you complain about that?” Prodigy asked. “You should be grateful! There are men who would gladly become paralyzed for life for that opportunity! You only had to stay like that for a few minutes.” He was outraged, leaning forward as he yet again defended Emma's 'honour' in the face of Prodigy's complaints.

“Holy shit,” Prodigy sighed, experiencing a sudden rush of intense deja vu as Prodigy repeated verbatim what Emma had told him the night before as she rode him. “Do you two practice this? Am I just the victim of some really elaborate prank here?” The more likely answers were either intense coincidence or maybe Emma fucking with him by implanting that thought between classes in the event he heard about it, but he couldn't help but wonder if things were aligning a little too perfectly for it to not be something more intentional.

“You're ungrateful. I don't know why Emma continues to put up with someone who is such a problem, I bet after you left her room she was hurt that you were rebuking her so much.”

“I was being mind controlled! The only problem here is your twisted hero worship of Emma goddamn Frost. I thought you mellowed out after realizing how good you had it by having Storm as an assignment, and a perfectly good one, but no, you're still jealous.” It wasn't a great idea to be pushing the issue and turning things onto the offensive and attacking Hellion like this given how much was on the table and the fact that it was only going to cause problems down the line for Megan, but he was in no mood to put up with this from Hellion. “If you want to be told how much of an improvement it is for you to be a living dildo then fine, go march up to her room and start licking her boots, fuck if I care.”

“Boys!” Pixie shouted, the pint-sized, pink-clad fairy ending matters with a powerful shout that startled both of them, drew their eyes toward her as they immediately fell silent in shock. “No, stop this, both of you.” She reached for David's collar and dragged him along the floor over until she had Julian by the collar as well, pulling them both in front of her as her elfin face scrunched into the most disappointed and authoritative glare they had ever seen. “Both of you are going too far, and I think I know what the problem is.”

As much as crossing an angry fairy did not seem the wisest course of action, Prodigy couldn't help but ask, “This isn't one of those things where you're going to give some contrived reason like 'we have to work out our aggression' or 'we need to learn how to work together' just to get us to both fuck you at the same time, is it?”

“N-no!” Pixie said unconvincingly, her steadiness faltering for a moment before shattering outright, breaking down into a shameful and meek, “Yes,” as she lowered her head. “But that doesn't change the validity of either point! You two are too worked up on trying to get one over on the other, but you should at least try to make up and be friends, come on. Not while you're both da--while Hellion is dating X-23 and you and I have our... 'thing'.”

Julian's brow perked up at the slip of Megan's tongue even faster than David's did. “Well, I guess it couldn't hurt to at least do something other than arguing. What do you say, Prodigy? Can I fuck the girl you have a 'thing' with?”

The teasing comment made him grumble a little, but he could see the eagerness on Megan's face, and he had to wonder how long she had been thinking about something like this, whether the thought of fucking Julian or getting fucked by both of them. And as far as ways to spend a day went, Hellion was right; it would have been much more fun than their arguing thus far had been, maybe even provide them with some much-needed bonding time. They could even come out of it friends, as narrow a chance as that was. “Yeah, sure, fine. She looks excited for it, so why not??”

Pixie was already dropping to her knees by the time the excited noises spilled from her mouth. A startling, shocking sound that made them both jump a little as she reached for their cocks, getting them both bottomless as fast as she could, and Julian could see the indomitable joy of Pixie brought forward during sex, the one his girlfriend had kept telling him about. She seemed almost crazed as she got their cocks out and began to stroke them, her hands wrapping tight around their shafts as she looked up at them and bit her lip, a strange balance of cuteness and sultriness upon her face helping to bring them rapidly to hardness.

“Ooh, they both look so big,” the size queen purred, excited as could be by what she saw. “Sorry David, but I think he's an equal match for you. But only a little bit sorry, because mm...” She leaned for Hellion's dick first, curious about tasting the new, yet unexplored dick as she pushed her lips forward and took it into her mouth excitedly. She purred, licking the tip as she advanced slowly forward, eyes looking up in delight at both boys as she sank down. It was an exciting prospect, getting fucked by two guys at once, especially two who knew each other and had a bit of a rivalry that could hopefully help get her drilled real nice and hard in an attempt for both guys to keep up. The fact she could actually identify both of them was icing on the cake.

Her memory briefly flashed back to the Halloween party, to being the gangbanged Tinker Belle servicing cock after cock, most of them taking turns stuffing the sprite's ass and pussy full in tandem with one another. It had been an amazing night, but she was frustrated by the fact she couldn't actually recall any names or faces, or even really the costumes of who had been fucking her. It was a blur, with the only lingering thoughts being of the pleasure and her own actions as she greedily indulged in size queen heaven. It was since that moment that she wanted David and someone else to give her the threesome of a lifetime. Julian was just the immediate and logical choice for a third, once X-23 had started hanging out with her.

Pulling off of Hellion's dick, she leaned in to service her boyfrie--friend's, and moaned as she swallowed down the more familiar cock, letting him be the first to sink into her throat as a consolation prize and to help abate some of the jealousy of the matter. But the relief of her hot, eager mouth wrapping around his cock, the tight hold of it as she pushed herself forward boldly just to show how much she loved his cock even more than all else because of how big it was and how small she was. A pint-sized size queen was a bit of a conundrum when it came to her quest for big by any standard rather than just hers, and she was all too eager to feel these two roughly identically sized cocks spreading open both of her holes. 

Although she hadn't ever done it before, Pixie built up a good rhythm rather quickly of alternating back and forth between their cocks as she stroked their bases in unison, sucking down one with steady bobs of her head, letting it push into her throat at the height of a few so that she could focus more accurately on properly lavishing the cock with her mouth than just gagging back and forth on each of them. Drifting over to the other, she would give it the exact same treatment and rhythm before starting over and going into something new, sometimes licking at the heads or suckling on the tips instead of pushing forward, sometimes pressing the undersides into her face and rubbing her nose against their cocks as she licked the little fleshy seam underneath, which proved sensitive on every guy she'd been with. Her steadiness was rewarded swiftly with needy groans from the appreciative boys, who absolutely adored what she was doing and wanted more of it, wanted to feel their cocks being worshiped by the petite cocksucker as a prelude for what was to come. The almost hypnotic pumping of her hands back and forth only furthered the amazing sensation, rubbing saliva further back and making sure they were both nice and slick as she went at them, keeping both of them happy whether they had a dick in her mouth or not.

But then Pixie decided to get extra playful, pulling their cocks together and pushing greedily forward to suck both of them down at once. Both boys gasped as she spread her cheeks wide to force the swollen heads of both cocks into her mouth at the same time and began to suck on them, hands growing faster and utterly unrelenting as she worked them over expertly, and it didn't take very much of that to get her reward. Pulling back and shouted excitedly, she pumped the cocks hard, wringing them of their hot loads splattered across her elfin features and all through her bright pink hair as she smiled wide, loving to get facialed plenty, but finding that she loved getting doubly facialed more than twice as much.

There was a brief moment of relief and kinship between David and Julian as they came together, both painting the pretty girl's face with spunk. Oddly, they were getting along, and both of them knew it, but the really weird part was the fact that neither of them were fully averse to it, given the cummy product of their teamwork as Pixie rose to her feet, fingers hooked into the belt loops of her jeans so that the rising motion of her body, alongside a back and forth wiggle of her hips, could help slip them off of her narrow hips.

“And that's enough of that,” she said demandingly as she flew quickly around the room for a moment, buzzing excitedly as she pulled her panties off and tossed them aside. “David, on the bed!'” she commanded, and eager for the chance to fuck her, Prodigy gladly got into the requested position as she slowly lowered herself down into his lap. He'd been expecting her pussy for some fairly obvious reasons, but when she climbed down onto his cock reverse cowgirl style, he knew that wasn't going to happen. She grabbed hold of his cock and gave David a nice view of her perky bubble butt as she wiggled her hips and urged him to spread her pert cheeks apart. He did exactly that, and she gladly pushed down onto the saliva-coated cock, easing it down steadily into her incredibly tight back door. “Ngh, fuck!” she cried excitedly, biting her lip as she looked over to Julian, her hand running down to her midsection and spreading her puffy labia apart to expose the pink hole she had in mind for him.

With his cock in hand, Hellion gladly pressed on forward, smirking as he pushed forward and pressing his cock right up against her hole, teasing her entrance a little with a small circling around her entrance before he pushed forward, groaning as he felt the immediate and incredible tightness of Megan Gwyn's pussy enveloping his cock. It wasn't only incredible to feel just how expectedly tight she was, but it had the added bonus of a little more tightness from David's cock stretching out her ass, only a thin membrane separating the two as they sheathed their cocks together into the tight fairy.

“Now fuck me!” she shouted excitedly, and they were already thrusting into her before she'd finished, ensuring that the sentence was punctuated by both an excited and fluttering upward swing of her voice, and a heavy moan as she ran her fingers up from her now quite well spread labia to her needy clit, hammering relentlessly at it as she found the best angle to remain at. One that could give Julian the sight of her rubbing her aching nub as he slammed into her, as well as the way her small breasts still managed to heave from the slamming hips against her leaving her shaken to the core, while also making sure David got a nice view of her jiggling ass as it was pounded senseless. She eventually settled on the best angle she felt she could get, slightly leaned back as she bit her lip, staring up in delight at Hellion. “I'm tighter than Laura, aren't I?” she asked wickedly. “It's okay, I won't tell her that you said yes.”

“Fuck, yes,” Hellion groaned, slamming deep into her clenching hole as she squealed in proud delight. “You're the tightest pussy I've ever fucked, and I'm guessing you stay that way.” Once he was used to the velvety vice holding tightly to his cock, he got down to business hard, having a vested interest in fucking the ever loving hell out of Pixie and leaving her with a look of utter, broken delight upon her face. After all, he had to outdo Prodigy by fucking his own girl better than he could, if he wanted the bragging rights that came with the accomplishment. It was too great an opportunity not to try for, as he slammed balls deep time and again into the incredibly wet, clenching hole.

But of course, Prodigy thought the same thing, not only wanting to protect against giving Hellion something like that to brag about, but also hoping that he could instead brag about his own prowess, perhaps subtly and without actually outright saying so, claiming that that's why he's the one who fucks Emma. Not that it was too important at the core of things; it was still Megan's ass getting ravaged, and he hardly needed an excuse to pound her raw. Hard thrusts up into her back door left her ass shaking intensely, quaking for his incredible delight and entertainment as he worked hard and fast to pound her, his cock throbbing inside of her tight hole.

In the backs of their minds was something else, though. The feeling that they'd been here before, in a sense. The Halloween party, where neither of them realized who they had fucked or that the guy who Pixie separated them from had been the other participant in that savage threesome. Still, the reminder was there, an odd sense of familiarity despite the difference in position; the holes remained the same, after all. It added a curious edge to their competitive attempt to fuck harder than the other that both of them were rattled by, even if they wouldn't say anything.

There had perhaps been a bit of a lasting command in Emma's mind fog to 'discourage' asking around, lest anybody piece together what anyone had done, or realize the effect she had laid on everybody.

“Oh, fuck, yes!” Pixie cried, madly bucking back and forth between the two of them. “Don't stop, boys. I feel amazing! Having you both balls deep in me is the best thing I've felt in forever. Whatever you do, don't slow down! I'm so close, so fucking close. Ooh, I'm gonna cum!” She squealed, leaning back hard against David's body as she pulled her hand away from her clit, orgasm striking her hard and powerfully. She squealed as she squirted, Julian almost stumbling back in shock as he was exposed to the rainbow quim misting into the air, the multicoloured and sincerely glittery spray that gushed from her slit as she climaxed. Her body continued to slam back and forth frantically between the two cocks, before in a mad fit of orgasmic greed, her legs wrapped around Julian's hips, pulling him in tight as she pushed down, ensuring that as the peak spike of pleasure in her powerful orgasm hit, both cocks were balls deep in her spasming holes.

The effect was perfectly timed, the pulsating walls clenching their dicks pushing both men over the edge hard, pumping both holes deep and full of molten cum that left her giggling and moaning excitedly as her hands ran up her body, savoured the tingles of her flesh and the utter delight of being doubly creampied by the two boys. She had pulled it off perfectly, using their aggressions to her advantage in getting fucked harder than she could have ever hoped.

“So, who fucked you harder?” Hellion asked, smirking wearily as he looked down at the happy girl, hoping he could get a straight answer out of her that would confirm his superiority.

Prodigy remained silent, because he already knew the answer. Not out of cockiness, but because he knew Pixie well enough to be certain that, now that he had some mental clarity in the brief downtime between rounds, she was never going to give them a straight answer.

“Mmm, I don't know, it was kind of chaotic there. Maybe you should both fuck me again so that we can be sure.”

Not that it would stop David from giving it a shot.


	8. Passing the Time With Noriko and Hisako

David was a little surprised by how easy the alliance between him and Julian was. It shouldn't have been, really. There existed every reason for the two of them to be at each others' throats even with what had happened. They'd agreed to 'play nice' because of their girls being friends, but they'd found the experience of double teaming Pixie to be a surprisingly potent bonding experience. It was hard to deny after the dust had settled, that they had just done something together that should not have been possible between them, There was so much between them left unresolved, between David's depowering and Julian's lust for Emma.

And yet, leaving Pixie in an exhausted, passed out heap, leaking with cum and smiling so wide at them, left them both feeling like maybe their girlfriends were right. It wasn't exactly as if either of them had sat down and ever really tried to become friends before, they just sort of settled into the situation they were in without thinking much about it, leading them to the spot they were in of being so at odds with one another, constantly butting heads and clashing. Pixie was the catalyst they needed, and suddenly things all started to seem a little more amicable between them. Conversation came easier and they were suddenly much more willing to indulge in the idea of some manner of, if not friendship, then at least a cordial enough acquaintance that their girls didn't have to worry much anymore.

But there was one area where competition remained, albeit one that everyone could agree was for the absolute best. It involved both of them sitting on different beds in the room and staring forward at the other's girl crawling forward, looks of utter lust on their faces as they approached. A little girlfriend swap to pass the evening away, something that neither of them would previously have agreed to under such conditions, but while both of them felt like victory would come from being able to fuck the other guy's girlfriend harder and leave her happier by the end of things, there was a more cordial edge to their rivalry this time around than the bitter hatred they had usually been involved in.

"This isn't exactly fair for them," Pixie whispered as she gripped Hellion's cock, staring with lidded, sultry eyes up at him. "Since they've never done this before, but you've already fucked me." She leaned down close, sticking her tongue out and taking a few swift, playful licks at his cock tip. "In every hole, at that." She was so glad to see the boys getting along now, not only for the sake of things like this, but because she wanted them to be able to get on well enough that she and Laura never had to feel like they were dragging the guys along into something they hated being around. Everything being kept much more straightforward was for the better by a wide margin, and nobody had to worry anywhere near as much about what the consequences of their actions would be.

On the other bed, X-23 didn't move with anywhere near as much sweetly seductive grace as Pixie did, but nobody had expected her to. She went for what she wanted a little more aggressively than Prodigy had been expecting, leaving him to gasp she seized his cock firmly and immediately set out to give a very swift and very steady stroking to it. "Get ready," she said, and that was the most he was going to get out of her as far as playful, dirty banter went. She just wasn't the bubbly kind of girl that Pixie was, although within that was her own allure, in a way. She had a softness beneath it all, but her cool exterior gave her beauty an almost ethereal edge, withdrawn and quiet enough for David to admittedly be a little ensnared by interest of what would come next.

Both girls leaned forward, lips opening wide as they took the other's boyfriend's cock into their mouths, moaning as the game began. They each had something to prove too, even if they knew the guys were going to end up fired up and taking control before long. Before they got fucked, they wanted to see who could give the better head, which pushed both of them to decidedly be very, very aggressive in their approach as they sucked down the hard cocks in front of them, moaning as they got down to work, bobbing their heads excitedly, albeit at slightly different speeds and different measures of ease. Megan was much faster as she sucked Julian's cock down rapidly, but Laura, by virtue of not being exceptionally small, could take David deeper into her throat more consistently.

Pixie's small hands were able to stroke and caress along Hellion's base and his balls. It was a nice touch, a little extra thrown in as she set her mind on getting him off, working overtime in the process. Her bright eyes stared wide up at him as she worked, hoping that the eye contract would help out greatly. In that moment, nothing made Pixie happier about the guys getting along quite as much as she fact that she would not have been able to go all out on Julian's cock like she was if they were still at odds. Especially with him also in the room, but she knew that he wouldn't mind nearly as much, especially with a cutie like Laura sucking him off, which let her go all out with her totally not boyfriend's rival.

Julian groaned, leaning back and keeping his hands on the bed as he just let her work. Her technique was so wild and unhinged, completely without a pattern or rhythm. Pixie just let her whims take her wherever they went, all the while noisily slurping and sucking as she took him down, her hot, wet mouth so incredible around his cock. The last time he'd enjoyed it, he'd admittedly been sharing it with Prodigy and hadn't been able to get anywhere near as much out of it, but this time he could go deep and savour everything about the sensation, and it proved so much better than he could have ever hoped for.

On the other bed, Laura kept her own eyes closed. Eye contact was too intimate for casual flings like this, but that didn't mean Prodigy didn't like watching her work, especially each time she brushed some hair off to the side. Her thumb, index, and middle finger all wrapped tight around his base, pumping as she worked the rest of his formidable length over with her mouth, and the closed eyes gave an impression of intense focus and being caught up in the moment that he enjoyed. There was nothing noisy about what she did, no slurping noises or even gagging as she took him into her throat, just a quiet, incredible cocksucking that left him struggling not to twist where he lay as a result. X-23 was damn good at what she was doing, maybe even one of the best, but unlike every other time he'd had a girl sucking his cock for the first time--and due to how often he got around, those times were many--he had absolutely no idea what to say, unsure that he should even speak at all.

Which would have been for the best. Laura was so new to this whole casual thing that, in truth, David was only the second guy she'd been with. It was a strange thing, and she was eager to explore the situation a little more, having a good sense that he was someone she could trust, especially with Pixie's glowing recommendations and the fact that the girl who was rapidly becoming her best friend trusted him, but she didn't know that for sure yet. In time she hoped she could come to see that and develop a more intimate sense of comfort with him, but for the moment she was content with just feeling everything out and getting a handle on familiarizing herself with him.

They learned each other through small touches. The fact that she was comfortable enough to even agree to this meant a lot, and David could tell that immediately. His hands ran through her hair, along her cheek and her shoulders, and just everywhere he could. It was an oddly tender touch for someone receiving such an intense blowjob, and he knew that were it any other girl, he'd had a fistful of hair and be thrusting upward to fuck her face, but he knew that this required something different. Much the same way as he agreed to play nice with Hellion for Pixie's sake, if they were going to begin exploring things as a bunch of swingers, then he wanted Laura to be as comfortable with him as she could be. That meant a lot of his focus ended up being not on the sensation, which admittedly was incredible, but about maybe trying to push this into something more friendly than emotionlessly casual sex. Mostly because of what was going on over on the other end of the room.

"I'm so glad we can do this," Pixie purred, her tongue thrashing about against Hellion's cock head as she went all out at him, not even caring about her boyfriend hearing. She knew he didn't mind, and still felt it worth noting; that this was at all possible, that she was able to enjoy the attention of three people pretty much at will in this casual arrangement on top of what she kept insisting was a casual arrangement with David. "You're so big, Hellion." Her tongue slithered around her lips, pressing and slickening them for another push down as she wrapped tightly around his head and pushed forward, just going all out in her attempt to bring him to release. She was so glad to be there, to see all of this coming brilliantly to fruition, as the orchestrator of everything, from getting into Laura's pants herself to getting double penetrated, and now to getting everyone so comfortable with one another that they could start engaging in some partner swapping.

While many of the students were taking advantage of these new rules to 'get to know' people, Pixie was perhaps the most sincere in the desire to genuinely get to know people. She saw sex as something fun to do with friends, and away to get closer to people in unexpected ways, expressing a strange intimacy that wasn't what she was used to, but which she could easily spin in her usual peppy way to be something lovely and exciting, a thoroughly positive experience for everybody involved.

Everyone was feeling that positivity, albeit edged with an undercurrent of unresolved tension, as the boys hit their peaks. The groans came out so quickly and nobody was paying enough attention to be able to say definitively who got off first. All that mattered was that Laura felt a flood of salty, thick spunk filling up her mouth, while Megan took the facial, thick wads of cum splattering all over her smiling face as she moaned, accepting every drop graciously and then nuzzling into the spend cock that had given her such a delight. David groaned as he came, holding steadily onto her shoulders as tried his best not to lose himself, while Julian tugged lightly at a handful of pink hair and relished in the sensations hitting him, much more shameless and reckless about how he handled his girlfriend's friend, but certainly it was with good reason.

Both girls pulled up and away, smiling at the guys before giving a look at one another. Nothing had been settled, which seemed a recurring theme for everyone in the room as far as these 'contests' always seemed to go. They weren't sure what to say, how to advance from here and really prove what they could do, if there was to be a suspension of the whole matter of actually getting fucked as they sucked the other's boy off until someone could came before the other and a clear winner could be named. Already, they were thinking about new ways to approach, new things they could do. Laura was thinking about getting those balls into her mouth, while Pixie was ready to lie on her back and let Hellion stand next to the bed and fuck her senseless.

But before either could so much as think out those actions and see if they could work, a knock startled the four of them, tugging them all very quickly from the moment. "Megan? You said you'd help us study before the test, and it's in two hours from now!" came a voice from behind the door. It was Mercury, Rockslide in tow behind her.

Pixie let out a groan as she realized that she had indeed made such promises. Promises that were now coming back to bite her hard in the ass as she looked apologetically to the others in room. "Oops," she said lowly. "Uh, give me a second, I need to finish something up here first, and then I'll be right out."

The tone of the room just dropped, every sighing as they realized that this was the end of it. David slumped back against the headboard, groaning as he watched Laura roll off of the bed entirely, moving over to a disappointed Julian. They had been out to take advantage of their extra long break periods to get into some very intense mid-day furn before the resuming of classes, but Pixie's forgotten study session cut like a knife through that excitement and through that tension, leaving everyone to groan and look around, unsure where to go next.

Prodigy could tell that with everything breaking back down, X-23 was going toward what felt familiar and trusted, which in her case would forever be Hellion. And he didn't blame her for it at all; she had agreed to do that in a situation with certain expectations and a game involved. Without it, she defaulted back away from it, and he didn't want to start pushing anything on her. In fact, with Pixie leaving, he wasn't entirely certain he wanted to stick it out either, even if there was the chance of him and Hellion double-teaming her, something felt more than a little awkward about that prospect, and he decided it much better to get off of the bed too.

"I should go deal with a few things, too," he said, giving the vaguest possible excuse to get out of the girls' dorm room, moving quickly for his clothes and getting dressed as efficiently as he could. He didn't want to stick it out; even if he was getting on with Hellion alright, it still wasn't enough that he'd just hang out with him and his girlfriend once Megan was gone. How he'd deal with the fact he'd really only gotten fired up by that first round and was far from satisfied was a mystery, but he couldn't stick around.

As he stepped out of the room, Surge thought about how funny the situation's reversal was. "Hey, Prodigy," she called as she stood in her door way, hip cock and a smile wide across her face. Over her shoulder, a confused and curious Armor wondered what her girlfriend was up to in this. "You doing alright?"

"Yeah," he asked, stopping in his path and turning to face them, although he shifted quickly to the door a little as Pixie and her study party started in his direction, and Rockslide in particular wasn't someone he wanted to be in the way of. "Why, do I look sick?"

"Not that kind," she said, smirking as she reached for the uneven collar of his shirt. "I mean that you just left Pixie's room way earlier than you needed to for class, she's with other people, you both have clothes very hurriedly put on, and you look like you could really use an orgasm." She was as blunt as could be with him. "And if that is the case, then I think you should get into this room right now and deal with that. We wouldn't want you going to class with your mind on other things, would we?" She smiled, pulling away from the doorway as Armor followed suit. It was as blatant an offer could be, but the timing was incredible; they had just minutes earlier wondered if they should try to flag down a guy down for a threesome before they headed off to class, and there was Prodigy, pent up, available, and with Surge already very much curious after her time with Pixie.

Seeing no reason not to take up their offer, David stepped into their room, drawing smiles from the girls as they pulled away and invited him in. It was just about the perfect timing, he realized, and hoped that he could yet salvage his afternoon from the unfortunate loss of Pixie to her study group. "You two are a lifesa--Whoa!" No sooner had he closed the door than the two Asian mutants jumped him, Surge pressing him against the door and seizing his lips as Armor went for his pants, the two girlfriends springing upon him with immediate, forward hunger. "I wasn't expecting that," he said as his fingers ended up in Noriko's blue hair, pulling her deeper into the kiss.

Armor licked her lips as she undid the zipper on his pants and tugged them down, eyes widening as she took in the sight of the bulge in his underwear. "We just lucked out," she said, gladly tugging those down in turn and grabbing his cock. A few steady strokes left her purring, delighted to find it already coated in the saliva of someone else; she didn't particularly care who, though. "Look at this, Nori." She smiled up at her girlfriend as she rubbed her cheek against Prodigy's cock, closing her eyes as she turned her head over to kiss at its length.

Breaking away from the kiss, Surge looked down to where her girlfriend knelt in front of the now bottomless depowered mutant, and what she saw there impressed her enough to be leaning forward again, sucking on her former teammate's bottom lip as she moaned. "Why haven't we already been fucking?" she asked bluntly as she reached her hand down as well. While Armor worked the shaft, she teased her fingertips along his swollen head. "All that time we spent on the same team, and we should have been fucking like animals."

"The rumours are true then," David said, pulling her back into a kiss. He wished that she had come to this conclusion a long time ago, because fucking Noriko had always been very, very high on his list of things he wanted a chance to do. "You two are going around having threesomes with everyone you can find." The two hands working over his cock in different ways left him groaning into Noriko's lips, enjoying the direction this was going in. Even if it was utterly removed from how he'd expected his midday fuck to end up, he wondered if perhaps a threesome with these two gorgeous girlfriends wasn't a trade up from the competitive girlfriend swapping they'd planned on. 

"Mm, more like we're having threesomes with everyone that we like," Armor responded teasingly, even if the tease was undercut by the way she began to drag her tongue along his formidable length and nuzzling happily against it.

"And do you two like me?" he asked, playfully returning the banter even if he was getting an answer quite vividly.

With one last nibble at his lip, Surge dropped down to her knees, purring as the two girlfriends lifted his cock upward with the sort of synchronicity of two people who knew without saying it exactly what they were going for; they had plenty of practice by now. Settled down excitedly in front of him, each leaned forward and began to lick his balls, both of them conveniently able to focus specifically on one nut and lavish it with all of their attention, rather than being split in their focus across multiple. As they went at him, soft moans spilled out, the hands that weren't holding his cock in unison reaching for each others' clothes, unbuttoning and pulling up articles here and there as they got to work.

After being interrupted on the cusp between the first and second rounds, which always proved the most brutal for the utter lack of satisfaction yet to be found by all parties involved, Prodigy settled happily into this new treatment, the rekindled fire raging within him as his balls were sucked on in unison by the two gorgeous Japanese mutants. Especially when they got down to literally sucking, each of them taking one of his swollen balls into their mouths and sucking happily away at his plump sac, moaning as they grabbed and touched each other, eyes peering right up at David, tempting him and showing him exactly how lucky he was.

The focus on his balls didn't last, but only because the girls had other things in mind. Releasing his nuts, they began to lick up his cock, tongues crossing as they danced their way in unison up the length of his shaft. That was the moment he knew that they had been practicing this far, far more than he could have ever imagined, subjected to an incredible treatment as they got down and dirty with him like they had with many people before. Not that he minded in the least; their practice and coordination only meant that he was in for an incredible extra-long lunch period.

They shared an open-mouthed kiss against his cock head, tongues slithering against it as they moaned and reached for each others' hair, keeping their heads very firmly in place as they went at him, only pulling away when they got that first taste of pre-cum. They could both tell someone had just been sucking him off, strange and unfamiliar saliva giving them the hint of someone's mouth. Someone they hadn't kissed before, which left them both secretly wondering who it was, as Surge knew for a fact that it was not Pixie's after their time together. Not that they thought too long on it, sharing the taste of his pre back and forth between each others' lips before Surge bit down a little on her girlfriend's lip, the silent signal that she wanted to have him first. And since Noriko was a friend and former teammate, Hisako let her at it. It was a matter of give and take when it came to their threesome-driven relationship, a desire not to step on each others' feet as far as who liked who more went. She would give Noriko this knowing that the next time she herself wanted at someone first, she wouldn't seem so greedy.

Surge swallowed down even Prodigy's massive cock with a swiftness that left him groaning, "Fuck," as he felt the hot, wet orifice engulf his shaft. She didn't stop for anything, taking him all the way down in an impressive show of her ability before she got down to sucking, a frantic and excitable approach that didn't surprise him in the least, given her very forward personality. Her approach to sucking cock was a quick and merciless run, running as fast as the electricity within could drive her, all the while staring up at David with unwavering, lusty excitement. She moved so quickly that he could barely keep track of her, absolutely loving the speed she showed.

In contrast, when she handed it off to her girlfriend, Armor took it slow. Her lips wrapped around his head and pushed slowly down, moaning as she savoured the steady approach instead, slowly pushing down and taking him a little deep each time. Her lips were wrapped very tightly around his cock, which made each pass of her head up and down create an incredible suction against his shaft that left him groaning, his hands quickly ending up in both girls' hair and just holding steadily on as he appreciated the moment, especially with the way that Noriko nuzzled against his thigh and bit her lip as her girlfriend sucked him off. Such treats were too powerful to deny.

"It looks like intelligence isn't all you were gifted with," Surge teased, noting how much cock Armor was managing to take in contrast to how much remained un-sucked. The only thing that kept her from going in and licking at it was the fact that Armor was passing it back to her before she could muster up the audacity to interrupt her girlfriend's turn. Instead, she simply took it back down and went to town on it while Noriko took her spot on the other thigh, smiling as she looked up at him instead.

"She's just happy to be able to go at someone so big," Armor explained, smiling as her free hand ran down her girlfriend's panties and rubbed against her pussy. "She always likes to show off, and when she can get a guy with a big dick in here, she goes all out. And you're probably the biggest we've had, so good job on that." Her other hand reached for David's balls, rubbing and fondling them as she watched her girlfriend go excitedly at work. Even the situation had been entirely down to Nori pushing and springing on the opportunity, Hisako was quickly catching up in the arousal department, all too happy to join in on the fun as she felt her pussy get utterly drenched.

Back and forth it continued to pass, David heated up by the frantic cocksucking before the slower, more patient technique left him to cool off, his cock aching and throbbing by the time they'd finished having their twisting, excited fun with him, when they both leaned forward to lap at his cock, licking it all over. They were so wound up, so excited together, and the chance to share such a big cock between each other was something that left both women utterly adoring him as much as they could, lavishing him in attention with strokes, licks, and kisses to bring him to quick release. They didn't want anything in that moment more than they wanted his cock to erupt in their faces, and they got their wish even faster than expected, left to soak in the excitement of the erupting shaft coating their smiling faces in its molten payload. Ropes of cum streamed across their face, a little shake of his shaft helping to spread the love around as they shivered and writhed happily, basking in the sweet moment, the stillness of his release as he groaned and twisted and swore like they wanted him to.

Prodigy shuddered as he leaned back against the door, barely able to admire their facialed smiles before they turned in one another and began to make out fervidly, licking the cum off of each others' faces as they drew in on one another for a moment. It didn't surprise David at all; they were in love, and the way their attention fell on one another at the end of his release showed him that they really were just two girlfriends who got off on having a third party to play around with. Which was fine by Prodigy, who left them to savour each other for a moment, waiting patiently for them to turn their gaze back to his.

But they didn't even turn to look at him before they grabbed him and dragged him over to the bed, shoving down onto the mattress as they peeled off the last of each others' clothes, knowing full well that his eyes were hungrily on their bodies as they advanced upon him. He welcomed it, hands reaching out as they descended upon his face and lap in unison, Surge grabbing his cock and lining it up with her pussy while Armor sat down on his face and deprived him the view of his former teammate getting down onto his cock. He may have minded, were her pretty pussy not being shoved against her face. He'd received the oral attention of three women and his afternoon classes hadn't even started yet, so he felt like it was high time he repay the affection by grabbing onto Armor's perky ass with both hands and pulling her down, pressing his face up between her legs and digging in, devouring the tart, sweet nectar leaking onto his lips as the act of sucking his cock had gotten Armor rather fired up.

But not as fired up as Surge. Nowhere near as fired up as Surge. As she pushed down, taking the whole, meaty cock into herself with a single, courageous stroke even as she winced and gasped, Noriko moved with a certain eagerness that left David very, very sure that there was a low-key crush at work here, driving her to really go at him hard. Or, maybe she was just as forward and excited as she was with every guy. Either option was an incredible one, and he wouldn't press too much on the possibility, content with whatever it was that he and Pixie had. He would be more than happy with just letting Surge work out all of those potential feelings atop his lap while he devoured her girlfriend's pussy; it seemed a win/win scenario for everyone involved.

Bouncing quickly and impatiently atop his cock, Surge wasted little time in getting down and dirty with Prodigy, moaning as she grabbed onto the hem of his shirt and clung tightly to his sides, the motion in her hips picking up immediately. There was no steadying of the pace once she had him inside of her. It was like a light switch being turned on; once she got going, she went hard and fast at him and held nothing back in the process, wanting nothing more than to ride him as intensely as she could muster.. "I can't wait for you to try this, Hisako," she purred, leaning forward and kissing along her girlfriend's shoulders. "It feels even bigger when it's inside." Her body heaved atop him in her frantic race toward her climax.

"And you need to try his tongue, Nori." Armor's head leaned back as she got a hand onto his head, holding tightly to him. She couldn't believe how good he was at eating pussy, clearly a mutant gifted with many sexual gifts. Not once did she consider that he had picked up the knowledge from somewhere, but she wouldn't have cared either; this was some world class cunnilingus and she didn't want it to stop. Rocking back and forth, she ground her pussy against his lips, adoring the way he licked her all over, his tongue graceful and moving with purpose along her most sensitive of spots with an efficient speed. She had been with many guys since getting together with Surge, and none of them could devour a pussy like he could. She liked that about him.

The salvaging of his day proved a success, and Prodigy was suddenly on the busy end of keeping two gorgeous girls happy--while Armor was the more work-intensive one, he wasn't going to lie there and let Surge ride his limp body, so he started thrusting upward to meet her needy, fervid bounces excitedly, drawing the hottest moans from her lips as his attention left her twisting in delight. As much as he would have loved to fuck X-23 hard enough that her eyes rolled back and Hellion was left speechless by Prodigy's amazing sexual prowess, the likes of which no woman could hold herself together in the face of, he was all too happy with this position instead, moaning and devouring Armor while his hands squeezed at her gorgeous ass, and Surge's velvety pussy enveloped his whole shaft.

The girlfriends moved in perfect sync, familiar with this position and how to get the most out of it. Surge fondled and grabbed at her girlfriend's breasts, leaning over her shoulder to steal sloppy kisses that drew Prodigy's appreciative eyes. There was something incredible about watching them go at it, so needy, so in love with one another, but willing to share that love with an ever rotating cast of guests in their bed. It was a fascinating idea they had, and the way they indulged in it intrigued Prodigy greatly, perhaps not in total practice for his own relationships, but in terms of studying the way they made love. He had no doubt that they went all out in threesomes much more than when it was just the two of them, sharing their bed with a third every night to rapturous results, and he was very curious more about finding ways to wiggle his way into it more often, perhaps even bringing Pixie along for the amazing night that would have resulted from that wild lust. But it was perhaps only a faint dream for him to one day hope foolishly for.

The present proved its own delight, at least, as Surge bounced atop his cock, the compliments about his size proving breathy and frequent. He adored hearing her go, feeling her body crash down against his with such mad, fervid need. She was a woman possessed, consumed utterly by her lust and venting all of it on his lap, and he was all too glad to enable as much of this neediness as he could. Moans and purrs into her girlfriend's snatch conveyed just how great he felt, and in turn, the way it drove him up the wall and had him working overtime to devour Armor, left everyone very happy with the situation upon them, nothing upon their lips but the needy cries of satisfaction and pleas for more. Well, except for David, who had a sopping wet pussy against his lips that simply did not stop rubbing back and forth, not that he minded that addition very much.

David would forever see it as a testament to his abilities that, on the first time he had girls sitting on both his face and his lap, he got the girl on his face off first. Armor's spine arched back, the black-haired girl leaning back against her girlfriend as she lost herself in shuddering madness, feeling the pleasure well up within her with a fiery intensity that set her alight. She couldn't stay still, bucking madly against David's tongue and saying all manner of vulgar and needy things that he couldn't even make out due to the way her thighs clamped down on either side of his head far too tightly. The rush of her nectar left him with no choice but to drink her orgasm down greedily and savour every sweet, intense second of being of service, all too glad to help.

Surge and Prodigy came roughly together just as Armor came shivering down from her lofty heights of bliss. Noriko slammed down hard against David and held herself there as let herself go, her velvety inner walls clamping down around his cock just as it erupted, pumping hot, thick cum deep into her that left both of them feeling utterly satisfied, David feeling his balls draining and Noriko feeling her pussy fill up. It was an odd give and take for the two friends, who shivered and writhed excitedly in the moment, until finally they settled down, and the room drew still.

"What time is it?" David asked with his face still buried between Hisako's legs. The answer cane with a wistful, lusty sigh, and it made him smile as he gave a kiss to her clit and said, "There's time for you to have a turn, then."


	9. Ororo's New Class Policy

Emma's fingers curled tightly around the collar on Prodigy's shirt, holding tightly to him as she she groaned, “Fuck harder than that. You're slipping.” She lay beneath him, but somehow being on her back did little to make her any less dominant than if she was psychically rendering him immobile and using him as a living dildo. Her gorgeous body rolled as she stared up at him, eyes narrowed as she proved the most powerful of power bottoms. "It's morning, you have no excuse for this."

"You woke me up to fuck you before class started, I absolutely have an excuse." Prodigy groaned as he held onto the shoulders of the blonde headmistress, lying atop her and slamming down as hard and fast as he could for someone whose body still felt asleep. A psychic message had woken him up from his dream and a mental compulsion ensured that he was reporting very quickly to Emma's bedroom for what she wanted, his body burning with a sudden and powerful lust that was entirely rooted in Emma pulling his strings. Next thing he knew, he was on atop of her, thrusting steadily into her slick pussy so early that the sun had not yet come out yet and peeked into her bedroom. Scott was nowhere to be found in her bed, which was empty aside from them, which was perhaps the reasoning for her psychic booty call. "Couldn't you use those psychic powers to shock my body into waking up or something?"

"I could," Emma responded, leaving it at that as she pulled him down a little closer, pulling his lips down against hers. She didn't follow that up with actually doing so, just kept him there and rocked her hips upward, throwing some of her own strength behind the heated friction between them. It was just what she needed first thing in the morning, although she hadn't slept, so it was instead the furthest, deepest reaches of the night. Not that it mattered much; she was horny, and being able to lord her superiority over Prodigy by making him fuck her was the kind of delight she had needed more than anything. The thick cock pumping deep into her hit the spot just right, even if his thrusts weren't the same kind of fiery they usually were. She was used to better, but his body was asleep, and she liked making him struggle in frustration over that fact more than she liked actually bothering to do anything to kick him into gear.

The lack of a response to follow that made David groan harder, as she played with him so eagerly. He kept thrusting, just doing his best to work at it as he felt his body sleepier and heavier than it had ever been before, almost like she was keeping him low so that she could enjoy being able to toy with him. He would hardly have put it past her, all things considered, but he couldn't do anything about it but to keep going and hope he left her halfway satisfied when it was time to leave, just so that he wouldn't have his failures taken out on him later. “I thought you were supposed to be teaching me something with these, but I'm not really seeing the lesson here.”

“Oh, I'm sorry. Is my vagina not educational enough?” Emma's nails dug into his arm as her face turned fierce, lighting up in aggressive fury as she moved faster and harder against him, driven by a frantic interest in putting him through his paces as roughly as she had to. His remarks were rewarded with fury and with fire, but she knew that he liked it that way, that he was trying to goad her into going faster and picking up the slack for him. Most nights, she wouldn't have dared give in and let him have that, but for this one, she was too horny not to throw herself carelessly into it, wanting first and foremost to get off, with everything else a distant second priority. Making David suffer, as fun a pastime as it was, did not get her off. At least not as quickly as she needed it,given the busy day she had ahead of herself, the number of meetings and duties she had to tend to as headmistress. There was a lot she'd have to do and no time to get fucked, which led to this sorry state of affairs.

The tight grip on his arm helped push him over the edge, and a groaning, frantic David finally burst to life in those final few thrusts, a savage fucking that left Emma shocked enough to lose herself as well, the two of them finding their releases swift and unceremonious while clutching one another desperately. Emma's pussy clenching needily around David's cock was the kind of concession to his size and admittedly sleepy talents that Emma had not wanted to make, but her head rolled back and she gasped before she could steel herself, openly celebrating the reaction with more vigour than she had in mind as her blood pumped hard. She was burning up, and their climaxes proved more than she could handle as they bucked against one another, the hot spurts of cum pumping deep into her pussy leaving her twisting and writhing in agony.

Prodigy couldn't believe it, himself. He'd never expected that he could have fucked her this hard, driven her to such desperation and hunger that she would be so ragged, so vulnerable. He'd seen Emma climax many times before, their 'lessons' always involving her getting off plenty of times, but this was something else, something surprising and intriguing. As he looked down at Emma, he saw a chance to finally find a way to get revenge on her; he didn't yet know how or when, but one day, David was going to take control and fuck her so hard that she'd stop being the haughty, cold bitch that just relentlessly dominated him, and oh what a day that was going to be. 

"That wasn't bad," Emma said, a grand understatement given the way her legs twitched. She blamed losing her cool on being tired, the same late night desperation that had urged her to call him into her room to begin with. It was a weak excuse, but as she pushed him off, it was the one she went with, freezing back up. “Now go, get cleaned up and make sure you're at class on time. I'll know if you won't be, and it won't bode well for you.”

Even though she'd been the one to wake him up at four in the morning and made it a problem in the first place, David knew he couldn't argue with Emma, pulling out of her and looking for his pants. “I'll be in class, I promise.” There was a significant amount of grumbling to be had, but there was no sense trying to fight it. He'd just have to try and get a decent nap in and show up to class as half asleep as he could get away with.  
*************************  
Prodigy was thankful that he was effectively genius, able to recall complex mathematical workings even if he was practically comatose by the time he returned to his room. He set his alarm for the absolute last possible second he could have done and still made it to class on time, accounting for the fact he kept his clothes on as he passed out, the usual time it took him to get to that room during the early morning rush when accounting for his walking speed while eating a microwavable sausage and cheese breakfast thing he'd left his roommate instructions to nuke for him, and some extra time for the possibility something would go wrong.

He was barely past the doorway into the classroom when the bell went, a sigh of relief passing his lips as Storm looked rather amused and several students jokingly applauded the disheveled and clearly still sleepily shambling student's perfect arrival. People knew Prodigy well enough to know what he had done given the way he shambled. They didn't know why, of course, but that hardly mattered.

"There is nothing impressive about almost incurring a punishment for tardiness," Storm said, calming the applause down as she sighed, watching Prodigy go sit down. The first morning class for that group was the nebulously defined 'sex education', which varied wildly depending on the teacher between informative and dry or depraved and devoid of educational merit but so damn fun that nobody thought to complain. Nobody knew what to expect from Storm, or even up until they arrived at class that morning that Storm would even be teaching that class. Even Hellion, who had been in her room the night before and heard nothing about this.

The classroom's tables were longer than desks, and sat two people on each of the sides oriented toward the front of the class and one person on the other side. Pixie had been saving him a seat, pulling her bag from it as he approached. David quickly opened his bag up as a smiling Megan looked slyly at him with a smirk. "Sleep in?"

"No, I woke up exactly when my alarm went off, and immediately came over here. Emma forced me up and into her bedroom, and I had to go over and tend to her." He groaned, putting a pen and notebook down onto the table before he leaned back and stretched, letting out an all too audible groan. "What about you?" He looked at Megan, a little surprised to see that she looked really tired. Still radiant and peppy, bursting with more energy on a night without sleep than Prodigy could usually muster up when he'd slept in late, but she did have bags under her eyes, and her voice was a little slower. Still fast, but not quite as buzzing and chirpy as normal.

"That might be my fault," she said, sipping at some coffee from the cafeteria. She took it black, but Prodigy could almost smell the absurd amounts of sweetener she'd used. "My 'lesson' last night went on kind of long, sorry."

At the front of the class, Storm wondered exactly how to start things off. This was not her topic by any stretch, but it was the duty of all teachers to rotate the responsibility out, and she couldn't slouch on it just because it wasn't her field. So she tried to find herself and her words as she looked out over the class, a little bit shaky about what she was about to do. Hazy memories about the Halloween party and more vivid thoughts of the dreams she'd been having regularly since the very inception of the 'program' had been plaguing her. Well, they certainly felt like a plague when she was awake and reeling from them and the effect they had on her loins while she slept, at least. When Ororo was in the midst of her dreams, they were incredible; lurid fantasies of exhibitionism and a degree of sexuality so open and casual that it may well have qualified as public use for how much she left herself open to all.

She had doubts that the dreams were not tampered with just a little bit. That the sudden surge in exhibitionist fantasies wasn't in part the work of a certain morally complicated telepath trying to push things further into what she wanted, although without knowing exactly what Emma had in mind, Storm assumed it was likely just an attempt to loosen certain teachers up. The ones who may have been holdouts against her libertine values. And she was all but certain that the mutual haze everybody left the Halloween party with was her doing too, ensuring that everybody would be just a little looser and more ready to indulge, but at the same time, the strange memories that lingered only made things worse for Ororo. She remembered her own role so vividly, the mad excitement that followed, and she couldn't deny that on a troubling number of levels, she wanted more.

Which led to her rising from her seat slowly and undoing the button on the coat she wore. The being was the only thing she wore, which drew lots of shocked gasps as people realized that there was nothing else on. And soon, even that wasn't on, as she pulled it off of her shoulders and folded it over her chair, revealing the fully naked body of the dark skinned weather goddess, soft flesh long and fully exposed, with soft curves and perky breasts topped with large, dark nipples. "Now then, if we're all settled in, we can begin." She acted as nonchalant about her sudden and unexpected nudity as she possibly could, even though on the inside, her chest was tightening hard. The anticipation and the sudden feeling of eyes upon her were so much, so overbearing, and behind the desk, nobody could see her feet fidgeting and her toes curling as she tried to root herself steadily to the ground. Thankfully.

Nobody spoke. Nobody even doodled. All eyes were front and center as they watched the gorgeous teacher stand oddly still for someone suddenly exposing herself to a room full of students and acting like nothing was happening. Nobody fully understood what this was or where it could possibly have been going, but they were certainly intrigued by the curiosity it piqued, the eagerness to see more, of both her body and whatever train of logic she was now upon. For perhaps the first time in her career, Ororo had managed to capture the attention of an entire classroom without having to conjure up a single ominous thunderclap.

Turning around, Storm turned toward the whiteboard, marker in hand, and she began to write things on it, acting like she was just conducting class, like nothing at all was peculiar about what was happening. "Now then, for today's subject..." She began, but absolutely nobody was listening. They were all entranced by the backside on display, the round and plump ass of the gorgeous African goddess. Nobody knew what to do; was her nakedness an invitation? Was it a test? Was she fucking with people somehow? Nobody knew what to make of the sight before them, and they were too confused to make any bold moves or risk anything, but it was so bizarre and confusing to be standing there and watching her write on the board, ass swaying and bouncing delightfully, and at some point, something had to break.

Both Prodigy and Pixie looked over toward Hellion, sitting at the next table over beside X-23. But as if knowing they were seeking answers he looked at them and shrugged. He was just as confused by his assigned teacher's actions as everybody else in the class was. Although in Julian's case, the sight of the familiar backside bouncing, and the temptation to get a head start on later that night by getting up and just stuffing his cock into her ass, urged him to slip a hand down X-23's pants without warning, rubbing the front of his girlfriend's pussy. And he wasn't particularly subtle about it either, not even waiting for their friends' eyes to turn before he started feeling her up, which made the more withdrawn girl squirm in her seat.

Something had to give. The classroom was full of students in varying stages of horniness, but all of them received a healthy boost from the sight of the gorgeous and fully naked Storm. She was a woman of great allure, ample curves and a striking beauty ensuring she was regarded as one of the more attractive teachers in a school where nobody could strongly call any of the women teaching unattractive, by some divine kindness and coincidence. There were few students who would not have jumped at the opportunity, and now that there was something that may or may not have in fact been an opportunity, the room became tense and full of worry as people wondered what to do with this knowledge.

For Storm, it felt just like her dream. The eyes on her, so hot and intense that even with her back turned, she could feel the burning of their appreciation and their vision upon her. It was intense and a sweetly addictive thrill made only more intense by the fact that her sopping wet pussy ached and throbbed, a slow trickle of quim down her thighs marking her utter arousal as any attempt at nonchalance and composure seemed utterly futile. And yet she tried her best, drawing in sharp breaths and struggling to hold herself together as she wrote away, talking to nobody in particular. Nobody was taking notes. Nobody was even paying any attention.

The eerie similarities of her dream proved almost unsettling, leaving Ororo wondering if they had in fact been dreams and not visions. Heavy footsteps came up, overwhelming her words and the squeak of the dry erase marker. The footsteps were undeniably Rockslide, the very first person to have claimed her in the very first dream she'd had on the subject. His hands were on her ass, firm and making her shiver as everything became almost too unsettlingly close, down to the words. "I'm sorry Professor Munroe," Rockslide said, further shocking the African woman by shoving his cock between her thighs and grinding against them. "I can't hold back any longer. You don't mind, do you?"

Storm whined as she felt a sense of terror shooting up her spine. Had it been a prophecy? This was unsettling, weirding her out in ways she could hardly process, but making her even wetter as Rockslide enjoyed a good thigh fucking steadily. In the dream, she had responded much quicker with an offer of using her body as a means by which to ensure people paid attention. If she broke from that it may prove that it wasn't a prophecy, but at the same time, that offer had been what she wanted that whole time. To turn her class into something self-servingly twisted and exciting. To get off during her job and to find new pleasure, the kinds of pleasure she couldn't have ever imagined before.

The entire room gasped as they watched Rockslide go for her, taking the plunge and pushing onto a teacher. It was an odd divide for the school; teachers were fair game and it was even public knowledge that Storm and Hellion fucked constantly. But it was always something people put into the teachers' hand, almost too worried to ever make the first move on one of their teachers. It was strange, but it had quickly become a general sense of etiquette within the school, albeit an unspoken one. Which made Rockslide's brazen act not only of an advance but of one that involved sticking his dick between her legs into a rather scandalous twist of events. Everybody watched, hanging on the next word Ororo had to say, unsure how she would react or what was about to happen, but unable not to stare onward and listen to find out.

The marker cap clicked as she pushed it on, dropping it onto the rack at the base of the board as her hands grabbed at two clean parts and held on tightly. She spoke clearly, and this time, everybody listened. "If I instate a new classroom policy that anybody who wishes to relieve their sexual urges with me whenever they want may do so, do you think you all will be more likely to listen to the lesson I have planned?"

The room erupted into a reaction so loud and so eager that Storm almost doubled back in shock against Rockslide, gasping as she heard the thunderous cheers and more shouts of “yes” than she'd heard at the orgy, or at least could remember hearing at the orgy. Voices all bled together and her senses had been too shut out to really notice. But it didn't matter, because Rockslide chose that moment to feed cock into her dripping snatch, and the raucous response made her vaginal walls clench. She shivered, and as she pushed back against him, she found herself spun around, bent forward over her table by the stony student as he slammed himself all there way into her. 

Rockslide wasn't going to treat his fellow students to his large body blocking the way and the sight of his bare ass bucking back and forth. He made sure Ororo was facing the room as he slammed forward into her, letting everyone see her pleasured expression and the heave of her dark breasts bouncing as he fucked her hard from that first moment. The tightness of her slick snatch around him was incredible, and it encouraged him to go all out on her in a way that left her howling very, very quickly, as his brand of fucking was a savage one in practice, and all of the weight of his stony form carrying the force of his thrusts added extra force to each balls deep shove into her.

Following the versions of themselves that had existed within Ororo's dream, Elixir and Dust both rose up, walking toward the desk and their teacher bent over it and getting fucked like an animal. They both seized one of her heaving, dark tits, leaning in and taking one of the large, round nipples into their mouths. Both students started to suck on their gorgeous teacher's tits, hands running through her hair and squeezing at her breasts. They were ravenous in their hunger, staring up at Ororo in delight as they kept at her. They didn't know what came over them, but something was compelling them to go at her, and to not stop until she was satisfied, not that they would have minded the task before them anyway.

There was nothing prophetic about Ororo's dream, at least not really. Emma was playing her games, getting away with them more and more as people became deeper engrossed in their increasingly potent libidos. She knew she could do whatever she wanted and probably get away with it, so she went all out with them. Knowing Ororo would try to indulge her exhibitionism curiosities within the safer confines of the horribly misnamed sex education class--more of an excuse for acceptable public debauchery than something meant to have any kind of proper educational merit--she had planted the requisite triggers into the three students to spur her into thinking everything came true, that it was maybe even pre-ordained, meant from the beginning to happen. It wasn't a difficult thing to manipulate either; all Emma had to do as throw in some eerie similarities and Ororo's head would take over with the rest and fill it all in, pushing her further into the depravity that Emma had in mind for her. Fooling her into believing herself precognitive would help justify to Storm what she was about to get into.

Storm was a rough holdout, but it was blatantly obvious that she was the only holdout in the room. The grand debauchery going on before them had spurred students to stop caring much, as she was consumed by such remarkable lust that they assumed class wasn't likely to be going anywhere any time soon. Some teachers had taken to having sex during sex ed for the sake of 'demonstrations', but they still kept some kind of control over the class. Storm could do none of that.

Pixie's hands got to Prodigy's lap before his could get to hers, but only because she was so naturally peppy and quick about everything, as they'd reached for each other's lap at the exact same time. They undid the fronts of each others' jeans, Pixie still quick as could be, but Prodigy getting faster as well so that he wasn't lagging behind in getting his fingers into her pussy. Megan still "won" the race, David's cock slapping up against the bottom of the table as she wrapped her fingers around it and started to stroke quickly, impatient and aggressive about getting what she wanted for him. Quickly but with much more finesse and control, he rubbed up and down her folds, toying with her plump pussy lips as she got her warmed up first, loving the way Pixie got when she was fired up by a good, proper teasing.

One table over, X-23 and Hellion had moved on from feeling each other up. Instead, Laura sat in Julian's lap, facing toward the front as she rode his cock steadily, a lovely and fluid sway in her body as she moved atop him, biting her lip and leaning back against him as tightly as she could. The steady roll of her needy body was an intense one, and she had to struggle not to moan as the thick cock felt absolutely exquisite inside of her clenching pussy. They'd been first at each other in the class out of shameless horniness, and now as everyone else began to pair off and find other people to fuck, it was only fitting that they immediately go off and get even dirtier with one another, relishing in each others' bodies and in the vulgar thrill of fucking in public.

"Your cock feels incredible," Storm said, her voice heavy with a burning need like she could barely fathom. "I never knew how much I needed to let go, but now that I have, I understand what I have been missing out on." The thick cock in her pussy and the strong hands on her hips were amazing enough, but in tandem with them came the two students in front of her. Elixir had actually taken to getting behind Dust and fucking her by pulling her dress right up to her hips, and rather than sucking on her tits in tandem, Sooraya sloppily made out with the weather goddess, a hand in her white hair while her niqab had been discarded, and in turn a hand was in her hair and refusing to leave. The two women were now side by side, both of them very indecently exposed and the vulgar centerpieces of the entire class's masturbation session, while mutual or solo.

Storm's previous sexual experiences had not exactly been the most adventurous sort, and her exhibitionistic urges had always been ignored and suppressed for the sake of general decency. But there was nothing decent or restrained about getting fucked over her desk, a student balls deep inside of her while she made out with another, equally powerfully fucked student. It was something she could hardly process, a raw thrill unlike any other, and she wanted more of it, wanted to embrace whatever was carrying her away into the furthest possible reaches of bliss. There was nothing sane or sensible about it; it was just pleasure in its most addictive possible form, and she let all of that channeled frustration out onto Sooraya's lips as she bucked back against Rockslide's firm lap.

Very aware that the orgy had been subject to a lot of fuckery from Emma and that there was now a classroom full of peoples whose eyes were set firmly upon her, Storm felt like this was definitely the very first orgasm she'd ever received in plain view of voyeurs, and as it tore violently through her body, she lost herself to sweetest, most frantic screams anyone could have imagined from her. The pleasure was fiery and addictive, forcing her into reactions too intense for anybody to believe, but everyone could appreciate the raw, all-consuming sight before her. It was so naked and honest, too vigorous to not be true, and it was enough to push Rockslide over the edge, as well as the two next to her. The jet of hot cum flooding into her body was more than she could handle, hands slamming down on the table.

"Who's next?" Storm asked, loud over the orgasmic cries from Dust beside her, already impatient and ravenous.

X-23 had to struggle to keep her claws from ending up in the table as Julian came inside of her, the tightness of her slick cunt only getting harder as her orgasm tore through her, her eyes locked onto Storm's expression. Over beside her, Pixie was practically dragging her totally not boyfriend up, and she could hear the peppy voice saying, “Go fuck Storm. I wanna watch!” Which encouraged the black-haired girl to follow suit, looking up at the man who was undeniably her boyfriend.

“Go join Prodigy. It is very hot to watch you two fuck Pixie together, but if Pixie is here touching me, then watching you fuck another woman will be even hotter.” She looked over her shoulder as she spoke, eyes lidded and burning with a lust that her rather flat voice had a bit more trouble conveying.

Julian was out of his girlfriend's pussy in an instant, responding not only to the intense allure of the look she threw him, but to the fact that he had to get up there before anyone else could act. If he and Prodigy were there first, they could lock the teacher down and have their way without, not worrying at all about needing to get into a line, should one end up forming. In truth, he didn't really have to, given the fact that he was able to enjoy Storm's body almost nightly, but this was not the Storm he was used to having sex with. She was needier, more frantic, an absolute wreck before his eyes, and he wanted to indulge in that as much as he could.

He followed after Prodigy, neither of them wearing pants as a few of the girls who hadn't previously been with either of them stopped to take intrigued notice at what they saw. He walked up and reached shamelessly for the teacher he was assigned to. With a handful of Storm's hair, he dragged her around the desk and onto all fours. “Not fond of sharing, Mister Keller?” she remarked, shivering in delight as she got down in front of him, licking her lips as the aching cock in front of her had never looked quite as amazing as it did in that moment. Thick, aching, and covered in a nice sheen of slick, sticky pussy juices.

“I prefer sharing with my friends,” Hellion said, pushing his cock forward and marveling at Storm's utter change in composure. The woman who championed control and patience every night in her bedroom now looked at his cock like it was something that she had to have. And that change was most apparent as she pushed forward and began to lick his cock, slobbering madly all over it like he never would have thought possible of her. Storm's sudden desperation was shocking to everyone, but to nobody more than Hellion, and he savoured the way she seemed so completely different than normal, groaning as he ran his fingers though her hair and pulled her in a little tighter.

“Oh, you think we're friends,” Prodigy remarked teasingly. “That's cute.” He could have taken Storm's already creampied and sloppy pussy, knowing it would still be a nice and snug fit, but he wanted even snugger, and instead pressed his cock head against her ass and very slowly began to push forward, making Storm moan and twist about as he eased his way into her back door, groaning himself as the tightness bore down upon his cock immediately; she was exquisite back there, and he was going to have to work hard to fuck her loose. Not that he turned down the challenge, groaning as he grabbed two nice handfuls of plump mutant ass and drove forward.

Storm's sloppy licking all over Hellion's cock had been an exciting change of pace for both of them, but between Prodigy shunting his cock into her and the playful words, the student couldn't keep on with it any longer. Abandoning everything he knew about sex with Storm, he grunted and drove forward, shoving his cock deep into her mouth and thrusting away as he rolled his eyes and tried to play it off as cool. “Tease all you want; go look over at your girl and remember that sight when you go to kiss her later.”

Laura was not bent over the table utterly, Pixie on her knees behind the assassin, and she was going to town on the creampied pussy, slurping out every drop of Hellion's cum that she could get as she showed off her ravenous need with a desperation too great to ignore. Sloppily eating X-23 out was a sight so grand that had drawn quite some attention itself, and Laura now had two cocks in her hands, pointing them toward her face as she pumped rapidly, not sucking on any of them so that she could keep her eyes straight ahead at how Hellion and Prodigy were spitroasting their professor, all with the added treat of some attention from two boys and the amazing pussy eating skills of Pixie.

Megan couldn't see anything over the lovely, taut ass in front of her face as her tongue probed deep into X-23's snatch, but as she tasted the lovely combination of her twat and Julian's cum, she found herself not caring too much about that fact, enjoying herself greatly as her thighs rubbed together. She had one hand on Laura's ass, but the other was nestled comfortably between her legs, the slender digits pumping in and out of her pussy like her life depended on it; David's fingers were much better, she admitted, but her own could get the job done just fine. Especially when there was something else sexual to do while she toiled and waited.

As it was made abundantly clear to the two boys spitroasting their teacher that they weren't really under any expectation to be gentle, they fucked Storm like they fucked 'their girls'. Which had developed over time into something intense and rapid, brutally fucking her mouth and her ass as they treated her to the kind of unfettered excitement she was in for now that she was opening herself up to greater heights of depravity. In many regards, Storm had been one of the more restrained and vanilla teachers--Halloween night orgy notwithstanding--but there was nothing vanilla about this mess, and she was loving it for the things it was teaching her, the intense and incredible lesson the two cocks hammering her from both ends were illuminating.

She gagged and slobbered on the cock driving its way into her throat, drool running down her chin as she kept her eyes closed and bobbed her head steadily back and forth. She'd tried her best to teach restraint to Hellion, to give him more of a sense of patience and compassion for those he was with. It was even harder to prove worth it once he'd began to date a girl of intense durability, but now, she felt her lessons basically unfolding right before her eyes, giving in to the rawness of what was too good to deny to herself. She was learning things she'd have been much happier not having to face, because there was no going back now, no locking the door again. She was out and feeling all of it, so undeniable that even as Prodigy callously ignored her pussy, she found herself getting everything she needed just fine.

Neither student expected Storm to cum before they did. It was baffling when she not only found her climax, but that she squirted all over her thighs, howling around the cock in her throat as her entire body clenched desperately. But they accepted it, rolling with the unexpected pleasure and slamming forward as their cocks savoured the sudden tightness, both men climaxing within her desperate holes. Her pussy already had a nice amount of cum in it, but the spunk pumping into her ass and going down her gullet and into her stomach both provided much more exciting and lurid feelings. And she embraced them without shame, whimpering when the two cocks pulled out of her violated mouth and her now loose, slightly gaping ass.

Dizzy, drunk on lust and wanting so much more cock, Storm could have said many things, but nobody had been expecting the one she slurred out as she looked up, even as Mercury was trying to push onto the desk to climb onto her face. “Another class rule; no clothing allowed!”


	10. Megan's Fright and Anna Marie's Workaround

There were some things about Pixie's size and mobility that ensured she would never for the life of her complain, and her favorite application was the most mischievous of all. She caught David off guard as she broke away from their kiss, wings flapping as she climbed up onto his face, straddling her standing fuck buddy and slinging her legs over his shoulders, pressing her pussy right up against his face. "Come on," she giggled, bucking her hips playfully as she grabbed hold of his head.

Prodigy was completely surprised by Pixie's sudden movement, by the way she straddled his face and got into position. He stumbled back, bracing against a wall as he was left unable to see, hands instinctively trying to seize her butt to keep her upright as she groaned. The impact of hitting the wall was a little rougher than he'd expected, but he knew that the pressure was on now, and as much as he had not been even remotely ready for her to throw herself not only at him but onto him like that, there was no way he could in good conscience disappoint now. He held onto her not only for fear of her falling off--as if she wasn't fully in control and very much capable of keeping herself in the air--but to pull her in tighter as he drew his tongue up along her slit. As much as she had taken him by surprise, he wasn't going to complain about the suddenness of her upon him. He didn't think he ever could.

Pixie couldn't help but laugh harder as she bucked her hips against his face, wings fluttering excitedly as she pressed tightly against him, heels pressing a little too tightly into his bare back. She could already feel his tongue at work, skilled as always, dutifully lapping at her excited mound as she took control of the situation. She appreciated the ease with which she could get David to play along, and her spine arched back a little as she felt him lick deeper and deeper into her needy pussy. "With how much you ate in the cafeteria, I didn't think you'd be this hungry," she teased, biting down on her lower lip as she settled into a more sultry pace, rolling against him rather than just shoving her hips forward excitedly.

Eating Megan out was the sort of thing David could get used to in the mornings, as the two slipped back to his dorm room after breakfast to get in some much appreciated time together before class. Her energy was as infectious as always, the way she straddled the line between sultry and excitable as she mounted his shoulders was giving him more of a wake-up than any cool shower or mug full of coffee ever could. "Breakfast is the most important meal of the day," he joked into her inner thighs as she squeezed her ass more firmly, groaning as he buried his face deep into her mound and tried to eat her out as hard as he could, almost seeing it as a challenge now to get her as wound up as possible.

Megan yelped as she felt him go at her with a surprising ferocity, wings fluttering as her attempt at playing steady began to falter, slipping back into her more wild and unchained ways. "I don't know what's gotten into you this morning, but I like it." This early in the morning and especially when he was cold and without any teasing or blowjobs whatsoever, he was never this fired up, and yet there he was, managing to not only keep up with her, but even push her onward, goading her into bucking harder and faster against his face, making her grab at his head and his shoulders as the beat of her wings turned rapid in excitement. She was getting wound up so tightly by his attention, by the fervid devouring of her pussy that left her noisy even for her.

Just as confused as to where this was coming from, David decided not to look a gift horse in the mouth, and kept going at her, just rolling with whatever was coming over him and channeling it productively into giving her a thorough eating out. His focused shifted toward her moans, toward the sweet sounds of raw excitement that graced his ears, loud enough that even with her legs wrapped tight around his head he could hear clearly. It was an exhilarating feeling, one that he craved more of as he pushed onward, leaning off of the wall and carrying Pixie semi-clumsily forward, still licking at her slick, leaking mound as he brought her over to the bed, pushing her down onto it. With her tight grip on his head he knew that he'd go with her, but that was the point as he got a little rough with pushing her down onto the bed, shoving his face down tightly against her pussy and eating her out harder still.

"David!" Megan howled, head shoving back against the mattress hard enough to lift her shoulders up off of it as she felt him go at her harder than ever, hands kneading her ass, face pressed tightly in between her legs hard enough that she wasn't even sure clenching her thighs around his head any more would do anything. The steady throb building up within her had her moving fitfully about, and as was typical of Pixie, she was vocal as could be, thrashing as she humped Prodigy's face rapidly. Her orgasm was fast approaching and she didn't hold back anything, careless about how loud she was getting. It felt too good to care, and she was quickly losing herself to the rush of sensation driving her up the wall, right up to that brilliant final moment when her spine arched back and she let out one final cry, whole body trembling. The rainbow spray of her nectar was thirstily drank right down as David clasped his lips over her tight, puffy mound and accepted every tart-sweet drop of quim into his mouth.

Prodigy wanted to savour watching Pixie come down from her high, but as much as he wanted to, he was far too horny to now. He'd been too wound up by eating her out so desperately, and it was time to get his. “I hope you're not too tired for round two," he smirked, climbing up onto her, his cock throbbing, dripping pre-cum as it trailed along her thigh, and the fitful squirming of the short, winged mutant told him that he was right on track.

"Mm, I hope whatever this is sticks around," Pixie purred, licking her lips excitedly as she spread her legs, quickly mounted by Prodigy, his cock slamming into her. By that point, she was used to him being quick and efficient with his penetration, going right for it rather than waiting. But for the size queen, that was exactly what she wanted, and she gladly slammed forward, eager for more as she twisted happily about beneath him on the bed, loving the size difference. With him on top, he could really drive hard into her, and the size difference turned missionary position from something passionate into something rough and dominant, which for Pixie was the kind of utterly incredible sensation she craved, moaning loudly as he shoved down into her again and again.

Prodigy wasn't sure what came over him, but oddly enough, he was sure it wasn't just lust. Sure, his forcefulness was; Emma's lessons were having the seeming opposite effect when it came to his capacity to deal with his hungers. He wasn't learning to handle extended periods without release and how to endure teasing, he was instead finding out how much he needed it, twisting into something far less patient and more ravenous in appetite and in what he would do when he was able to sate them. The opposite should have been true, but there was little time or care to think about it as he drove forward, stuffing Pixie full of cock and getting right down to making swift, brutal work of his moaning little fairy.

"It's not anything," he explained, shoving down hard into her, his balls smacking against her ass with each thrust. "I just really want to fuck you, same as every other day." That wasn't entirely true, and he wondered himself what was driving him to stick it to Pixie so hard, but at the same time he wanted to keep the moment on their passion, on their casual sexual relationship spun wildly out of control and into something so frequent and intimate that both of them knew the other was questioning a lot of things, but neither seemed willing to vocalize those curiosities. They were at a stalemate, locked in a cycle of emotional pacing broken up by sometimes very long bouts of wild, mindless sex, and when the opportunity presented itself for them to break out of it, they chose instead to fuck like animals.

Utterly uncaring about how loud she was getting or who heard it, Pixie simply would not be silenced, screaming as David's cock filled her up, each thrust going balls deep into her, stuffing the pint-sized size queen full of cock. She burned up, bucking madly against him as much as she could, even though his body was pinning her down to the bed, keeping her from being able to move very much as his hands reached for her wrists, seizing them and pinning them up over her head. No matter what she did, it was met with aggressively being shoved down, fucked raw and senseless, and she was loving whatever it was that was coming over him. "More!" she howled, head rolling back, eyes almost rolling back as the pleasure radiated through her needy body. "Don't stop fucking me David, this is amazing, and if it's the new way we're doing things, then even better!'

Encouraged on by the sweet voice twisting and contorting around the needy cries of bliss, Prodigy fucked her faster, harder, shaking the bed as he gave her all that he could. Their sex had always been vigorous, but this roughness was new, but newness was welcome in their lives, given the myriad of partners and experiences they'd been having in the passing months. Nothing to hold them back and no concerns to worry about, they explored this new corner of their sex lives with gusto, clinging tightly to one another as their bodies surged with the raw sensation they both craved. Prodigy was loud now too, not to the degree of Pixie, though few ever could be, but certainly loud enough, as they bucked against one another in those final few searingly pleasurable seconds.

Slamming down into her one final time and putting all of his strength to keeping her pinned down so that as she writhed in orgasmic bliss it was entirely against his body, Prodigy groaned, his cock erupted deep within her, flooding her with a heavy load of cum. Her needy twat spasmed around his cock as the hot spunk filled her, left her kicking and bucking as he held her down, her screams of utter bliss heavy as the rough fuck pushed her over the edge harder than she could have ever hoped it would, all while her head rolled back and she bit down on her lip hard enough to nearly split it.

David shuddered, drawing out of her, delighting in watching her pussy gaped open and sloppy, immediately starting to leak with the gooey white he'd pumped into her. Then looking up to her face, the adorable elfin features twisted in bliss as she shivered and whined. Settling down beside her, he pressed his lips against hers, closing his eyes and sinking down into the moment. His guard was down, and he finally realized what was driving his desire to make her feel good to such a peculiar degree as he groaned lowly into her lips, "I love you."

Pixie's eyes went wide with shock, her kiss going still as Prodigy followed a couple seconds later, realizing what he'd just said, pulling away in nervous, awkward panic. She looked at him in worry, panting heavily, unsure what to say, as Prodigy stood there quite open, caught in a moment of weakness and complacency as he let slip a little something. Something meaningful, something real, but now he was stuck staring at her in worry, hoping that she was going to follow it up with something positive. "I love you too," maybe. That was the ideal, really. But reality was not so ideal, as Pixie wordlessly, awkwardly pulled up from the bed, cheeks burning up, as the usually outgoing and emotionally expressive girl turned withdrawn and quickly ran out of the bedroom in a panic, not even bothering to grab her clothes as she bailed on him, leaving a wide-eyed, shocked Prodigy to lie there awkwardly.

That had not gone anywhere near as well as hoped, and Prodigy was left to groan as he rolled onto his back, staring up at the ceiling. Class would start soon, and he supposed he ought to truck over to it, even if it was hard to think about class after such a harsh rejection after his slip of the tongue. All he could muster up was a single, groaned, "Shit."  
***************************  
Word of Storm's new class rules had spread like wildfire through the school, and it was prompting a little bit of envy from the other teachers, who began to instate similar rules about sex in the classroom, as nobody seemed even remotely aware of the heavy swing toward hedonism and public debauchery that such rules were a very clear sign of. Not a single person questioned the idea that maybe there may have been some interference from the former queen of a hedonistic mutant organization who just happened to possess incredible psychic powers, perhaps a little too worked up to care themselves as they simply indulged in the chance to relieve their sexual tensions during class if they so desired.

Even with people expecting Rogue to follow suit, there was a widespread shock as she stepped into the classroom in an incredibly tight uniform, one that hugged her body so lovingly that even the jiggle of her breasts seemed lovingly framed and clung to, hips swaying as the southern belle walked with a wry smile into class. "I'm sorry to say, darlings, but we won't be doin' anything with those books today," she purred, licking her lips as she read the faces and reactions of those in her room, soaking in the thrill of knowing that all eyes were suddenly very much on her. "So put those lesson plans away, and get up front here darlings, because I've got quite the surprise for y'all."

Prodigy's eyes followed the outline of the curvy mutant just as everyone else's did, although he couldn't help but also be paying attention to the empty seat beside him, to the absence of Pixie, who he hadn't seen since she ran out of his dorm room. She hadn't come to class, and Laura even leaned over to him to ask, "Have you seen Pixie?"

"Yeah. I don't know where she is, but she might not be feeling well," David lied, giving a faint smile to X-23 as he tried his best to shrug it off, although Hellion looked right at him, and could tell there was more to it than that, between the obviousness of his lie and the finer subtleties in his expression. Thankfully, Julian didn't press the issue, as there were few things David wanted to talk about less than the fact that his slip of the tongue had likely just absolutely ruined things with Pixie.

Thankfully, there were few things quite as thankfully distracting as Rogue, who made sure that her gloves were on tight. People were eager, but reserved, unsure exactly what they could do to her given the fact that she couldn't come into physical contact with them. It was a difficult situation, but clearly Rogue had a plan, as she leaned back against her desk with a smile. "So, here's the plan. Y'all know we can't do the nasty anything serious because I don't wanna suck your life force out or anything, but that don't mean we can't have us a good time anyway." She dropped down to her knees, smiling wide as she put her hands up and reached outward, invitingly waving boys forward. "With this suit on, y'all can get plenty of action on my body and it won't cause no trouble at all."

With her sweet talking and her deep voice rumbling with that adorable Southern accent, it wasn't hard to charm a few bold boys forward, whose cocks were quickly grabbed and stroked by the eager teacher, who moaned as her gloved hands gripped the cocks. She bit her lip, pulling the dicks in close, eyeing both happily as her hands began to stroke the thick, virile mutant dicks, her eyes closing as she focused on the sensation of it, the warmth and what little she could garner of the feel of them from beneath her gloves.

While true that she couldn't touch any of them directly, Rogue wasn't going to limit herself only to the only man she wouldn't kill if she fucked, that being Elixir. She'd realized, with some help from dreams and the masquerade orgy, that there were other ways of getting people off, other means of having sex that could help her get what she wanted, and she'd decided to go all out with those, embracing the exciting thrill of dry humping, handjobs with gloves on, and other forms of outercourse, not to mention cum play. A whole world of debauchery lay before Anna Marie, and she was going to indulge in it right in the middle of class without a lick of shame. She was simply too far past the point of such worries to care anymore.

"Boys as hung as you both are deserve a lady's touch," Rogue crooned, licking her lips as she eyed both dicks, watched as pre-cum leaked from their tips. It got onto her gloves, and due to having the foresight to wear latex gloves rather than cloth, it made her hands slicker, letting her stroke them quicker and easier rather than making it more difficult. She'd thought ahead, and decking herself out in her uniform and the right gloves meant that she could have cocks against every inch of her body but her face itself, and she wanted to see just how crowded things could get. "And the rest of you better not be gettin' shy with me now! You wanna come around back and cum in my hair, you feel free."

Someone took her up on that, getting around behind her and whipping his cock out excitedly, giving it some rapid, impatient strokes as he eyed her skunk stripe, the streak of white that had lent an air of curiosity and mystique to her curly, voluminous brown hair. If she wanted cum in her hair, then the student was going to aim for where it was going to count, targeting what was already white, but knowing full well that it would do more than that. He stroked madly, trying to race frantically toward orgasm, grunting and groaning as he fucked his hand. It wasn't rare for someone in the classroom to try and cum fast, to not hold back anything as they went all out and made the most of their time secure in the knowledge that if they didn't try to last forever, everyone could get in multiple turns. But this level of all out masturbation, of desperately trying to get off as fast as possible, was so amazing that some started watching him in shock at how fast he was going.

"Fuck!" he yelled, the student's cock twitching and spewing a massive load that made its target perfectly, hitting the streaks of white in her bangs. The warm, thick cum splattered onto the front of her head, making Rogue groan in delight as she felt the spunk land on her scalp, but due to how frontward it landed and all of the momentum still behind it, it began to trickle down her face, dripping down her forehead and leaving Rogue's face in a wide smile as cum seeped down progressively, the huge and seemingly pent-up load providing quite the visual for the guys she was stroking. A visual potent enough to push them over the top too.

"That's what I'm talkin' about!" Rogue yelled, excitable and noisy as could be, as hot spurts of cum painted her lower features, guided by her hands so that there was as much coverage as possible, with the final spurts landing into her mouth. "Now come on, y'all don't wanna keep a lady waiting, do ya? Especially not one as horny and gorgeous as I am." With much more excitement, boys stepped up to take their places, and Rogue purred happily as she got stroking once more. "Don't worry, y'all will all get your fair share of turns with lil' ol' me. Maybe I'll even write some notes for your next teacher explainin' why I had to keep class so long."

But this time, she wasn't content with just letting those cocks press against her chest. She smiled, pulling the boys in closer. Rising up to her feet, she stuck her round ass out and guided one student behind her, while the other sat on the desk, treated to her breasts pushing against his cock. She barely even had to do anything as the thrusts picked up, people wildly thrusting against her body, hotdogging and titfucking the gorgeous teacher as more people clamored onward, her hands reaching out to seize two more cocks and stroke them rapidly as cum continued trickling down her face. "Three loads ain't enough for a gal as horny as me," she shouted.

Hellion groaned as Laura's hand reached into his lap, once more giving her man a handjob under the table as he reached his own hand down into her tight leather pants, the two mutually masturbating as they watched the scene unfold before them. At the table beside them, Prodigy found himself barely able to care though, frustrated and almost despondent as he sat there, unable to stop dwelling on what had happened with Pixie, the all-but rejection he'd endured when she ran out of his room, caring more about getting away from him than even the fact she was naked and dripping cum. It was an absolute shame, but he couldn't get into the fun, couldn't enjoy the amazing public, non-penetrative gangbang of Rogue. She was a gorgeous teacher, and he would have loved the chance to do so many things to her, but his head was elsewhere.

"Professor, you know what would be really hot?" asked Surge, perking up with a smile. She held her bottle up high, a thick plastic one meant for athletic use, but which worked in a pinch to keep her hydrated, filled with sports drink that helped her keep up all of the assorted minerals and electrolytes needed to keep herself conductive and powerful. "If instead of cumming on you, the boys all came into this bottle, and you drank it at the end of class."

"Miss Ashida, you just earned yourself an A," Rogue purred, as Noriko quickly chugged down the remainder of her drink and then tossed the bottle over to Rogue, who unscrewed the cap and quickly used it to catch the load of one of the students she'd been giving a handjob to, his cum thudding against the interior of the bottle as it slid down, gooey and thick and just ride for the picking. "From now on, y'all can cum only in here, alright? No foolin' me, no tryin' to sneak a facial, I want all the cum to end up in here or you're getting' detention and there won't be no titfucks, y'hear?"

Everyone understood loud and clear, as the guy hotdogging Rogue stepped up to fill the bottle next, followed by the one titfucking her. Everyone understood the goal now, and they were all too eager to play along and comply with her demands for the sake of the inevitable hot finale of Rogue drinking an entire bottle full of cum right now. They couldn't not see it, in all of its glory.

But Hellion couldn't help looking over toward David, seeing his dejected classmate, who by this point he'd by and large smoothed over his rivalry with and even become a friend of, he'd like to think, and knowing something was wrong. "You should go try and cheer Prodigy up," he told his girlfriend. "I think something's bothering him, and it probably has something to do with Pixie being gone. I'll go have some fun up front in the meantime, alright?"

X-23 nodded, giving her boyfriend a kiss before she pulled away, more than happy to help out a friend if he was in a bad place. She wasn't always that great at reading peoples' expressions for the finer points of emotions, so she deferred to the judgment of Hellion and moved toward Prodigy, slipping down under the table and going for his pants.

"What?" David groaned, so out of the moment by that point that he wasn't even fully aware of what was happening until his pants were down his ankles and there was a hand on his cock. "Laura, what are you doing?"

"Helping you feel better," the assassin said, her voice oddly steady as she pulled his cock up, pumping it quickly as she went not for his shaft, but lower, pressing her tongue against his balls and giving them a steady lick. She was eager to help him out in whatever way she could, and it seemed that the best way for her services to be appreciated was to lend a helping hand to the person too sad to step up front and join the orgy, which struck her as a deeply sorry state of affairs. Her hand moved steadily as she took one of his nuts into her mouth and began to suck happily.

Prodigy should have fought against it, not really feeling anything, but the suction against his sac was at least powerful enough to give him second thoughts, leave him groaning as the same apathy that kept him from walking over and titfuck Rogue in full uniform kept him from pulling away from Laura now, leaning back and resigning himself to having his balls worshiped by one of the hottest girls in school; what a tragic position he was in.

Hellion tried his best to keep away from his friend's sad times as he grabbed hold of Rogue's plump hips, cock settling between her shapely, latex-clad thighs. "Your legs are amazing, professor," he groaned, squeezing a fistful of ass and then smacking it as he fucked her thighs. She was bent over, and Rockslide had produced a condom from his backpack that, when rolled over his cock, ensured that she could touch him without worry, and proceeded to so happily, slobbering all over the head of his cock as she moaned, staring happily up at him as she worked over at least a little bit of dick. Her skilled mouth got far too little use for her own liking, a consistent shame amid all of the many sexual talents that she was only able to show Elixir at the moment due to her powers and the danger they posed. Still, she made do as much as she could, and the introduction of a condom as a barrier meant that she could wow the gathered students with her cock head worshiping abilities.

"And you suck cock so well, even just like this. Where did you learn to do this?" Rockslide wanted nothing more than to grab hold of her hair, but feared the contact that came with it, so his hands gripped the table behind him tightly, holding almost too firmly on it, threatening to break it as he remained steady and very much not having his powers sapped.

"I've spent a lot of time suckin' dildos and wishin'," Rogue responded wistfully, having become all too intimate with sex toys and spending far too much such simulating oral sex with them for the sake of even having the chance to pretend she was able to do it to a real man. But now it all came in handy as her tight lips and her skilled tongue worked over the head of one her students as she remained the excited center of attention for a classroom full of people cheering her on, her body shaking as Hellion fucked her thighs fervidly. Being fucked like this, driven entirely by outercourse and turning the limitations of her inability to come into flesh to flash contact into something of a broad kink that they could all enjoy, proved better than her dreams had ever left her thinking it would be, and she eyed the bottle hungrily as students who were jerking off took turns cumming into it where they would have blown their loads onto her instead. Steadily, the semen level rose, and soon enough she would have a whole bottle full of cum to drink down, pooled together by all of her students.

Prodigy should have been enjoying this more, but perhaps the friendship growing between Pixie and X-23 served only as a stark reminder of the reasons he couldn't, fully. Even as Laura moaned, tongue dragging up the base of his cock to help make the rapid stroking easier before she went right back down to his balls again, taking one of them into her mouth to suck on before switching effortlessly to the other one. She was incredible at this, and David knew it; she'd likely been practicing with Hellion on how to suck on his balls, whether for his enjoyment or her curiosity. But he couldn't get into it, staring off into the distance, not even taking in the gorgeous teacher getting gangbanged or the adorable girl slobbering on his nuts. He felt bad, knowing the effort she was putting in deserved recognition, but he couldn't give it to her at the moment.

So he pulled away. "I'm sorry," he said, as Laura remained on her knees beneath the table, looking curiously up at him as he pulled his pants back up, clumsily stuffing his cock away and doing the button up. He grabbed his backpack and headed out of the room, walking right by an elated Rogue who delighted in being handed a condom full of cum that she could wring out into the bottle. Hellion had just finished blowing his load into there as well, and caught Prodigy leaving the classroom, perhaps the only person who did. He groaned, looking to Laura as she emerged from the table with a shrug and a concerned look of her own.

Hellion moved quickly toward the back. "I'm going to go after him. Go find Pixie, try to figure out what's going on, alright?" He grabbed his pants and slipped them off before grabbing hold of his own backpack, and darting out of the room quickly, trying to follow after Prodigy as everything around them remained uncaring and chaotic. The orgy drew onward for the remainder of class as Rogue have handjobs, titfucks, thighjobs, buttjobs, and even let people rub their cocks on any inch of her covered body they could find, until finally the rim of the bottle overflowed with the pearly white treat that called her name.

Rogue picked up the water bottle, cum sloshing around inside of it as she brought it up in front of her. "Y'all did amazing," she purred, and the slightest of motions caused cum to spill out, running onto her gloves and down her arm as she brought it to her lips. "Bottom's up," she purred, and threw it back carelessly. Plenty of cum splashed onto her face, a thick white mask of spunk splashing onto her features as she swallowed the first load down messily, making it splash up and run down her chin and her neck. She drank like someone who'd been in the desert for days, rescued and handed a water bottle as much for hydration as to cool off, not caring about what ended up where as another splashing mouthful made cum run down to her tits. She toyed with the next mouthful, facing toward the class as her tongue swirled the semen around, making a game of the mess she was making about herself before it too was swallowed down with her mouth wide open, splashing more down her front.

For the next mouthful, Rogue grabbed Surge with one of her hands, happy to reward her ingenious student for her cleverness by drooling the cum down into Noriko's open mouth. The electric mutant moaned, happily accepting the spunk into her mouth, swallowing it happily and feeling it slide down her throat, slimy and thick, and utterly perfect. Dipping her gloved hand into it, Rogue got her fingers dripping with cum, which she offered up to Mercury, the redheaded shapeshifter gladly licking the milky spunk right off of the latex as a big show was made now of the girls toying with the boys' cum. Armor was up next, and Rogue poured the cum down her latex-covered tits, letting the mutant lick it right off of her uniform, moaning as the curves of her ample bosom made for some interesting tongue gymnastics.

"Y'all can have a world of fun without penetration, and we can go on with this all day."  
*******************************  
The amazing show was being missed by Prodigy, and by Hellion, who chased the depowered mutant down the halls. David moved briskly, unsure where he was going or what he was doing. He didn't have to cry, that wasn't quite it, but there were certainly some complex emotions and he had no idea where to begin with them as he just tried to get away. They'd done so many things that seemed so adjacent to being a couple that he'd assumed there was a spark there that they were both too awkward and shy to admit, that maybe Pixie was throwing herself so jovially into sex because she had trouble putting into words how she felt romantically. But apparently, he'd been wrong, and now he was going to suffer for it by losing not only the casual sex, but the friendship he'd come to adore.

"Prodigy!" Hellion shouted, following down the mostly empty halls after him. "Prodigy!" he yelled again, groaning as he finally caught up with him, grabbing onto his shoulder and trying the much more informal and presumptive, "David."

Prodigy turned around, groaning as he looked at Hellion, panting heavily. Not from how fast he'd been moving, but from the stress, from the rapid beating of his heart as he tried to process everything that had just happened. "I told Pixie that I loved her," he said, up front about what had happened, the absolute disaster it had been. he didn't feel like there was any value in hiding it as he groaned. "It just slipped out after sex, I couldn't help it."

"It didn't go well, did it?"

"She ran out of the room naked and dripping with cum."

"Damn, that is bad," Hellion groaned. "What should we d--"

"Do you boys have hall passes?" called a voice. They hadn't been the only people in the hallway, although it was always hard to tell where Psylocke was when she didn't want to be noticed, the ninja rounding the corner with a smile on her face and her hips cocked. "Because if not, I think I'll need to see you both in my office, now."


	11. Betsy's Dream Come True

Fantasies of being double penetrated had consumed Psylocke since the very inception of Emma's bizarre plan, but what really stuck with her was her memory of the Halloween costume orgy, of which she remained one of a very few capable of remembering. In particular, the sight of Hellion and Prodigy both unknowingly double teaming Emma had left her so fascinated that she couldn't get over it. It had taken the most potent heights of her fantasy, and it wasn't enough to simply indulge in the same kink as she had with other students and even teachers; it now had to be them, and only them. And now, with them both caught out of class, she saw her chance, even if there was nothing subtle in her approach at all.

But she was a teacher, and overly obvious come-on complete with a broad smile and cocked hip or not, when she told the two boys that they needed to come with her to her office, there wasn't much room to deny her invitation. On any other day, they would have jumped on it, but the context of why they had run out of class had Prodigy looking with a sigh at his teacher, unable to really fight against her command. Or, at least not having much energy to. After all, he'd just run out of a writhing, glorious orgy with the sultry Rogue in the middle of outercourse paradise. Real emotions were bubbling up and while he didn't feel like this was the time at all for such things, he wasn't in any position to really argue against it, simply accepting it as a thing that clearly had to happen.

Which had him surprised when he was about to reluctantly agree to it, Hellion stepped in. "I'm sorry, Professor Braddock, but this really isn't the time, David is--"

"Equally in violation as you are, and his emotional state does not exempt him from a trip to my office." Psylocke bit her lip as she turned around on her heel, making sure that both boys got a nice eyeful of her ass as she started to walk. Hellion couldn't help but stare directly down at it, while Prodigy took a moment to look in surprise at him. He'd called him 'David', and actually stood up for his emotional state, which for a brief moment was almost surprising enough to keep his eyes from guiltily following suit and focusing on the gorgeous behind. There just wasn't anything they could do about her, and it benefited nobody to make a scene.

Sitting in a chair off to the side of Betsy's office, Emma had a mental block up on the boys before they'd even arrived. She had been the one 'counseling' her dear friend on the matter of her hungers and urging her to seek the boys out, encouraging her to pull them out of class for some immediate fun. But she didn't want them to know she was there, simply an eager voyeur to the debauchery that was sure to take place soon. She sat in the chair, legs crossed, and to both students as they stepped in, there was nothing in the chair, and their eyes quickly drifted from it toward the teacher guiding them in.

"I'd ask you to take a seat," Psylocke said as she turned around to face them, the door closing and locking behind the boys with a sway of her hand. "But I need you both standing, and to get those cocks out right now. I'll skip right past any attempts to be coy; I want to have sex with the two of you, and you're going to give that to me." She looked at the two of them, a little surprised they weren't immediately scrambling for their pants and going in to fuck her. "I... Something is wrong, isn't it?"

Hellion nodded, and Prodigy hung his head and sighed. Both telepathic teachers were in his mind in a moment; they just couldn't help themselves.

"Oh no, he's sad," Emma said mentally to Psylocke, her voice echoing in her mind with a mocking and derisive tone. "What a poor situation he must be in, with his friend with benefits not wanting to enter into a relationship that involves doing things other than having primal, filthy sex all the time. Really, it's a tragedy."

Betsy held her gaze steady as she responded back with, "It's not your place to judge."

"And now he's about to have sex with a beautiful woman, and all he can think about is the one girl who won't give him his heart!" continued Emma, who simply didn't care about if she ought to pull her punches or not. "Then tonight, he'll be visiting my chambers, where he'll have to have sex with an even more beautiful woman whose job has become to teach him the ropes of sexual indulgence. The most gorgeous mentor any man could ever want. Oh, he is truly a broken man!" Emma could barely contain the urge to do something in the face of this, absolutely frustrated by what she saw on display. Hellion showing kindness and consideration was hardly very agreeable either, but it paled in comparison to the sorry state of her own sexual protege being so sappy. "Get in his head and deal with it, or I will."

Psylocke wasn't too keen on doing those sorts of things to people, compared to Emma who seemed to delight in doing it constantly and without care. But it seemed in this case more of an act of mercy to perk the two of them up, and she quickly reached into their minds, neither of them telepaths or mentally strong enough to resist someone of her powers as she quickly pulled their moods up and made them focus on only one thing; her. She was almost done with using her powers when she noticed some other things in Prodigy's mind, other little things that had been fucked with, and in particular, a certain lock that induced a sense of utter subservience toward Emma that piqued her curiosity.

As interesting as it was, she decided to press forward, licking her lips as she said, "I'll ask the two of you again. Please drop your pants and get those cocks out. I have been waiting a very long time for my chance to enjoy the two of you, and I don't wish to wait a moment longer."

The lust hit both Prodigy and Hellion fiercely and quickly, overwhelming them with a speed that left them both shocked as they hurried to do exactly as asked under the watchful and adoring eye of the professor standing in front of them. Their pants hit the floor as they pulled their cocks out, their worries quite suddenly buried beneath a mountain of burning need and a fixation that left both of them staring without end at her body, the fascinating and gorgeous form drawing their gaze and refusing to let go of it. They adored her delicate Japanese features, down along her taut body to the outline of her breasts in her scandalously tight suit, further along to a waist that dipped in and further emphasized her hips, before leaving exposed her long and gorgeous legs that a pair of high boots only served to further enhance. But the real delight was her backside, which made very little effort to hide her perky and full rear. It had their cocks rock hard and aching in seconds.

The whole thing made Psylocke feel a little too uncomfortable like Emma for the way that she was messing with peoples' minds to make them adore her, but she couldn't help herself or the attention, and quickly pushed those worries out of her mind as she stepped forward, dropping down to her knees and taking both cocks in hand with an eager smile and a slither of her tongue across her lips. "There, that is much, much better. Thank you so much boys, I'm glad to see that these are for me." She brought the two tips together and laid a kiss onto both cock heads before pulling them apart and eyeing them hungrily. She didn't know who to suck off first, although the set of unfortunate circumstances left her feeling like Prodigy could have used it more.

Her fingers gripped the bases of both cocks as she slipped off to her left, sucking Prodigy's cock down and savouring it eagerly, low moans rumbling in her throat as her head bobbed back and forth with a slow and steady grace to it, her violet eyes staring up at him with an eager sort of naughtiness to them; she wasn't going to be some doe-eyed little submissive begging for their cocks, and she showed him exactly what was in store for him with her gaze as she slurped on his fat cock and got it nice and wet. Only once she had left the entire surface with a nice, slick coating of spit did she pull back, letting out a delighted sigh like she had just enjoyed a cold drink on a hot summer's day, and then went for Hellion's cock, giving him the exact same sort of treatment, complete with the steamy and warning gaze.

After a few good, noisy sucks, Betsy pulled back, and her hands eased into action, slowly pulling down the cocks and letting her fingers get wet with all of the saliva she had laid all over the cocks. "Now then," she said, authoritative and making both men perk up at attention. "But in contrast to the tone of her voice, as she stroked the cocks, she began to swat her cheeks with them, smearing the spit-covered shafts against her face. "Let's make everything perfectly clear. I want the two of you to fuck me as hard as you can. I want you to make me your bitch, and do everything you can to make me cum again and again. Own my body thoroughly and make me scream. But, I own your minds, and I call the shots. Understood?" As she laid out her peculiar terms, straddling the line of submission and dominance effortlessly.

"Yes," both boys groaned as the hands continued to work their cocks over, all while their thick tips slapped against her face and rubbed along her soft skin. They understood perfectly, no doubt helped along by the mental factors laid on them for good measure. But even more excited was the uncompromised and fascinated Emma, who had one leg over the arm of the chair now, her pants down at the floor as she slowly rubbed her blonde-tufted pussy, biting her lip as she watched Psylocke work. Things were all going so well, and she was glad to see an unfettered and eager Psylocke cutting loose so excitedly.

With both of her students understanding her terms completely, Psylocke felt it was time to get to work, sucking Prodigy's cock back down. But this time, her hands weren't holding onto the bases, but stroking quickly, giving both cocks some steady adoring as her mouth focused on one at a time. It was enough to keep both of them very happy as their gaze fell onto Psylocke, refusing to break away as they admired her with unwavering adoration, loving the sight of her in such a slutty, sloppy state, noisily sucking on a pair of big cocks in the process. Still wearing her skintight leotard, she was an absolute dream of many a student at the Xavier Academy with no exception given to the two who, save for a little mental coercion to perk their moods up, were all too eager to plunder her holes.

Back and forth her head passed, each time sucking the cocks down hungrier. With so much shaft in front of her, there was no way she couldn't take these dicks down into her throat, and she was eager to fight against her body's natural inclinations and urges as she throated them back and forth, and rather than hiding from the way she gagged and sputtered as she went down, savoured that fact, leaning into it and making for sloppy, slutty blowjobs that left both of them enraptured by the sight of the usually poised and refined telepath getting downright dirty as she showed them a new side of her. A twisted, ravenous side driven by everything filthy and depraved that she had been hiding.

Or at least, things the Emma had told her she'd been hiding.

Whether her need to be stuffed full of two big cocks had been one that had always been simmering beneath the surface or one entirely implanted in her by a twisted and depraved headmistress wasn't of any concern to Psylocke, who focused on the eager and messy worship of both cocks as drool leaked down her chin, thick strands of it leaving her face and connecting briefly to the cocks before snapping down. "You're both so big," she whined on her way over to the other shaft. The size of their cocks was absolutely astounding; they looked bigger up in her face, occasionally slapped down against her cheek for good measure while the other sank down her throat, than they had when she was merely watching Emma get stuffed full of them on Halloween.

Psylocke's feverish appreciation and gaggy slurping of the two cocks worked both students over quickly as Hellion and Prodigy stood there and accepted the steady cock worship from the gorgeous telepath, up until she pulled back, staring up and both of them and saying with no uncertain terms and her lips lovingly caressing each word, "Cum for me," hotter than either had ever heard it before. Or maybe that was just the psychic fuckery reaching into their minds and making them react, both of them groaning as they thrust forward into her hands, their cocks quickly erupted and spewing thick ropes of burning hot, milky white cum all over her face as her sultry gaze remained up at them while they painted it with their seed.

"Impressive," Psylocke purred, licking her lips as she leaned back, leaning forward and slapping the cocks down against her face some more, spreading the cum spilled onto her face with the slick tips. It was for the enjoyment of her, of the two lucky boys in a position to double team her, and most of all for Emma. More than anyone else, she understood that Emma was playing a long game with the school and that her "influence" had crept into the minds of more than a few students and staff, especially after peeking inside of Prodigy's head, but she had her own ideas in mind for what was to come, and she wanted to send a message to Emma, to rile her up further. "Now then..." She pulled up quickly to her feet now that her face was appropriately covered with smears of cum and turned around, bending over her desk and making sure that her gorgeous legs and her plump backside in the purple leotard were both hot on display as she looked over her shoulder. "Which of you will be fucking me first?"

"That would be me." With all of his woes thoroughly smothered by a ravenous lust for Betsy in particular, Prodigy stepped forward, grabbing hold of her clothes and pulling the leotard off to the side, exposing her ass and her dripping, desperately pussy. "I can't believe how wet that got you," he groaned, grabbing his cock and guiding it up to her entrance, steadying himself before thrusting into her. He let out an excited, deep groan as Betsy's needy hole immediately tightened down around his cock, desperate and sucking him in. Pitching forward and grabbing her hips, he groaned as he drew his hips back a little and then slammed forward hard, his whole cock slamming deep into the beautiful teacher and making her cry out with him in delight. They both shuddered and twisted hotly as the pleasure surged needily across their bodies, burning like fire.

"Nngh, yes. Fuck me, David," Psylocke moaned, hands grabbing the desk as she bit down hard on her lower lip. "Wreck that pussy. And Julian! You get over here and let me worship those balls at once!' She expected that he would have come over in time, but she wasn't going to wait, urging them into position and reinforcing that she called the shots, even when those shots were to use her body thoroughly. In short order, Hellion was standing proudly in front of her as Prodigy thrust forward and made her body tremble, and she was gladly grabbing his cock and giving it a few kisses as she stared up with a slutty sort of hunger at him before lifting his cock up and exposing his balls to her hungry gaze.

As the steady beat of a savage fucking from behind left Psylocke feeling vindicated for digging into her students' minds for the sake of getting what she wanted, she leaned in, licking up Hellion's fat ball sac as she stared up at him, letting his cock go and slap down against her face. A little sway of her head as she kissed all over it made the twitching cock grind against her face as she let a special kind of shamelessness take her. One that involved plenty of hot, dirty indulgence, not only worshiping the cock, but lavishing in the chance to worship it as pre-cum trickled out and ran down her already soiled face. "Your cocks are amazing," she slurred, high on the lust that was overwhelming her as she nuzzled her face against the cock and the balls in front of her.

Emma was worked up, and although she wasn't in Psylocke's head she could tell that this show was for her, that the slutty worship of her former protege's nuts was all to try and drive her wild and fill her mind with images of submission and hunger. And to some degree, it was working. She was enthralled by this, fingers pumping deep into her pussy as she enjoyed the sights before her, of Psylocke working two big cocks over at once, of her submitting so eagerly but also with such a wonderful measure of control, and most of all for seeing her two favorite students absolutely ravaging her. There was something to be said for the way Betsy moved and cried out and absolutely threw herself into the reverence of Julian's cock that Emma couldn't help but enjoy, and wished she didn't have to hide from as she remained in the corner, a voyeur psychically removing her presence from the boys' minds.

Hard slaps across Psylocke's ass made it bounce and heave as Prodigy threw his all behind absolutely ravaging her. Her slick, greedy pussy was so hot as it practically sucked him into her, and he couldn't get enough of it, needily driving forward and giving it to her as hard as he could. Thrusts drove eagerly forward, pounding into the writhing body of the gorgeous and sultry telepath bent over her own desk. The trembling of her body as he slammed into her, the feeling of her aching core and her pussy clamping down greedily around his cock all drove David wild, left him hungry for more as he watched her worship Julian's balls and rub her face all along his slimy cock. It was so strange to see her in a position of such brazen lust, the strange sort of submission she was riding leaving him captivated and fascinated. In particular, it dug up memories of sex with Emma, and how she held herself to such a lofty standard of control and was bitchy and aggressive enough that he wanted so badly to shove her down onto the bed and rut her into a mad, gooey pile of screams and obedience, only to find himself generally incapable of doing that to her for some reason.

"That's so good, professor," Julian groaned. fingers in her hair. "You look so slutty worshiping my balls like that." Betsy stared up at Julian eagerly as she continued to suck on his nuts, all the while grinding her face along his cock, delighting in making an absolute mess of herself for his enjoyment, the steady fucking she received from behind setting a very feverish pace for her to work at. There was something amazing to feel in being treated like this, in having the two hung students teaming up on her, knowingly working together to drive her wild. She wondered if they realized how they had pretty much become friends in the face of what had happened, no longer the heated, bitter rivals throwing remarks at each other and only teaming up on Emma because she had mentally drawn them down with her. This was cooperation at its finest.

And then there was Emma, whose moans didn't register for the boys, but Betsy could hear them clearly as Emma fingerfucked herself excitedly, dripping wet at the sight of it all. She'd been the one to coax Betsy into seeking them out and giving her a show, and she seemed to relish in everything she saw before her, perhaps a little too much as she got carried away, the psychic 'nudges' she gave Betsy lulling her into a false sense of security as in turn, her colleague peered into her mind, dove in deep and observed what was going on there, what plans she held in store, and what she saw left her gasping.

The shock of it pushed her over the edge, her body twisting and bucking as sudden sensation washed over her from the voyeuristic peek into the furthest and most perverse reaches of Emma's mind, a depraved and debaucherous consciousness that should not have actually surprised Psylocke as much as it did. But there was no time to dwell on that as she lost herself, crying out and shivering as her pussy clamped down around Prodigy's cock and began to feverishly, needily milk it. He came eagerly, going balls deep into her as he blew his load deep into her, while Hellion eased forward, pressing his cock right up against her face as it exploded and leaked down, giving her a very direct sort of facial where gravity pulled the cum right down, getting it into her silken hair and all over her face from a completely different angle of approach, and feeling it all coming back down to splatter onto her face and running down her features left her shivering as the two students gave her exactly what she wanted.

"Good," Betsy purred, licking her lips as cum trickled down her nose and dripped from the tip of it. "Now switch." She expected them to just take to swapping position, because who wouldn't want her to worship their balls too? But the boys had other ideas, and the initiative to act on it, taking her by surprise as they shared a knowing look and then nodded, rolling her onto her back as Hellion jumped the table and grabbed one of her legs in the process, while Prodigy climbed up onto the desk and grabbed the material at her shoulders, eagerly pulling it down her arms and exposing her plump tits, which bounced free of the tight prison of her suit and heaved excitedly.

"I've always wanted to do this," David groaned, grabbing hold of her plump breasts and parting them, laying his cock between them and pulling them back in to form a warm, soft, fleshy embrace around his shaft. "Your breasts are so amazing, Psylocke." His head rolled back as he started to fuck her cleavage, and he added, "Julian, fuck her ass. Her pussy is amazing, but we should get her ready to be stuffed full."

"Good idea," Hellion smirked, spreading her sleek legs and pulling them up over his shoulder. He grabbed hold of her ass cheeks and spread them, taking advantage of how slick his cock was as he guided it up to her clenching, puckered hole. "Her tits are great, but this ass? You're an idiot for letting me fuck it before you." He groaned, shoving his hips forward and claiming Betsy's amazing rear. Her ass was tight and pristine, greedily clinging to his cock as her hips pressed back against it, the plump cheeks squished down against his hips. "Or a good friend. Whichever."

"You deserve the fun too," David groaned, squeezing Psylocke's tits, straddling her chest and bucking into her amazing tits. "Besides, I'm fucking her tits first, right? It's only fair." He stared down at her face, a mess of cum and lusty expressions, with delight. "I'm going to paint your face with another load, and then I want you to rub my cock all over your face. Got it?"

"Yes," Psylocke groaned, biting down hard on her lip. She was quickly losing sight of everything that she was supposed to be focused on in her idea of dominance through calling the shots and telling them how to fuck her. Now, she was taking the orders, moaning as her nipples were toyed with while her ass was torn open by a thick, throbbing cock that simply did not let up. It felt so good, and she didn't even bother to hold back the moans spilling from her lips. There was too much pleasure for her to care about holding that back, even with Emma still watching. She just let it all hit her, delighted by the surprising thrill that came from her lurid fantasy coming to brilliant fruition and leaving her happier than she could have ever imagined being made by this twisted indulgence.

Emma trembled in her seat, already an orgasm deep and still going as she watched them have their way with Betsy. She loved this, loved the rare display of absolute dominance from Prodigy, who she almost never got to see unwind the way he was, owing back to the blocks she'd put on him. She didn't want him rising up or fighting her domination as she made a toy of him, and the best way to do that was to keep him from being able to turn the tables and dominate her until she was damn well ready for him to, and given his nightly submission to her, she adored seeing him fired up and goaded into thoroughly fucking Psylocke. It drove her to fingerfuck herself harshly, enjoying the role of secret voyeur admiring another's debauchery as this all went hand in hand with the sorts of twisted delights she sought to bring the whole school down with her into.

Hellion's fingers dug into the firm thighs he held Psylocke by, keeping her legs up over his shoulders so that he could slam deep into her ass from a good angle of approach, stuffing her perfect backside absolutely full of cock with a merciless and relentless pace. There was nothing to stop him as he fucked her ass raw, steadily pounding forward to the noisy slapping sounds of flesh on flesh. He hadn't needed much to want to go at the beautiful teacher, really only needing a boost to push out of his worry for David and the relationship woes that came with that. With those worries out of mind he could focus on the dream of any student in the school; to plow Psylocke as hard as he could.

Although David's cock poked far out of her cleavage and prodding her chin, she didn't lean in to suck on his head, which may have been disappointing if not for the fact that the cries of absolute, frantic delight spilling out of the hot and bothered teacher were allowed to ring out unmuffled as a result. There was something to savour in that, in the cries of, "Fuck me," and, "I love your cocks!" that spilled free and filthy from her lips. She was absolutely consumed by lust now, and she didn't care in the least what followed as she savoured the adoring domination of two hung students fucking her every which way, letting her truly savour the delights offered up by their big cocks plundering her holes. It was intoxicating, and she wanted to be drunk on it.

The steady friction of Psylocke's tits around his cock paired with the sight of her beautiful face confronting him and her sweet lips twisting around all manner of vulgar pleas was just too much for David to handle anymore. He groaned as his cock erupted, pulling quickly up from his set atop her as he grabbed hold of his cock and tilted it toward her face, guiding it to streak the massive load he blew all across her face, making sure to get plenty of the thick and gooey spunk ropes all over the place so that there would be plenty of work to do. He then proceed to lean forward, smiling wide as he let his cock swat down against her face. "Your turn."

Jaw trembling as she saw what an unfettered Prodigy was actually properly capable of, Betsy all too gladly took hold of the cock and began to use it to smear the freshly spewed cum all over her face, making an even bigger mess of herself with his seed as she stared up at him, tongue lapping at the underside of his shaft for good measure as she ran the cock all along her face in a worshipful craze, letting the cum get absolutely everywhere. As she did so, Hellion continued to fuck her ass hard and fast, making her moan and twist in delight, adding a certain feverish sort of urgency to the way she rubbed the dick along her face.

Julian groaned, pounding Psylocke as hard as she could into the intense finishing moments of his needy fucking, before finally slamming balls deep into her one last time, his cock twitching and spewing hot spurts of cum deep into her appreciative and clenching ass, driving her harshly over the edge. She cried out, twisting and struggling against his grip on her legs as her pussy ached and twitched, leaking sticky, clear nectar and David's cum all over the place as her body continued to be thoroughly and aggressively used to a degree that she was absolutely not ready to take.

"Fuck," Psylocke moaned as Julian withdrew, cum almost immediately dripping from her sloppy ass hole. David lifted off of her, and she rose up from the desk, shuddering as she grabbed hold of both of them. "One more for the road?" she asked, biting her lip and refusing to let go. The pleasure felt too good to stop now, her body shuddering as she stood up and stared at both cocks, each now three rounds in and still rock hard. Which was when she knew full well that Pixie and X-23 were very, very lucky girls. "Maybe with both of you at once?"

The two looked at each other, not even needing to think the plan out before they acted on it, Julian reaching psychically for Betsy and lifting her up off of the desk, his hands quickly following suit as he grabbed her by the ass and guided her down, slamming her onto his cock as he claimed her pussy, making her cry out as she sank eagerly down onto it, her pussy once more filled by a fat, throbbing cock more than glad to penetrate her deep. But even more was in store for her as the hands on her round cheeks spread them wide, allowing David to drive his cock into her loosened up hole, stuffing her doubly full of cock and leaving her throwing her head back in absolute bliss.

Ever since she saw the unknowingly double teaming Emma at the Halloween party, all Psylocke had wanted was this. For Prodigy and Hellion to double penetrate her, filling her ass and pussy with their huge cocks and leaving her screaming in raw delight. It had become an obsession for her, driving her filthiest and most decadent of dreams with delight, and now she finally had it all for herself, feeling them inside of her, and she wanted more. "Fuck me!" she cried out, barely able to contain herself now with a face full of cum and a crazed expression. "Own me! Fill me! Fuck, just do whatever you want to me now, just finish inside of me!"

Neither could have asked for anything better, winding immediately up into a frenzied pace as they began to fuck the screaming professor hard and fast, giving everything to the psychic ninja that she could have ever wanted. Dreams come true could prove disappointing sometimes, but there was nothing the faintest bit upsetting about what she now felt burning through her body as the two cocks slid in and out of her readied and needy holes. Her ass and pussy were both filled up all at once, and only a tightly squeezed, thin membrane separated the two cocks as they filled her up, pressed against her tightly and left her screaming out in delight as she shivered and bucked.

Everything that David and Julian had done to Megan and Laura came in handy now as they ganged up on her. There was a certain easiness with which they took to fucking her, a synchronicity that came from double teaming their girls from time to time, and there was nothing but the purest of delights to be found in indulging like this now. Prodigy held onto her tits, kneading them while her ass was held open for him by Hellion, which also served to help keep Psylocke upright as she wrapped her legs around Hellion's waist and held tightly onto the backs of each of their heads for balance, goading them with breathy pleas to fuck her harder.

"This is everything I hoped it would be. The two of you are doing an excellent job at this, don't you fucking dare stop." She couldn't get enough of it, panting heavily as she bucked between their bodies, heaving in delight as she felt the intense and overwhelming swell of pleasures utterly fail to cease their hot, lurid assault on her body. The most decadent of sensations overwhelmed her, left her bucking about as she leaned her head back and savoured it. This was the life, the utmost indulgence of her desire to be double teamed given pure, searing form.

"I love your ass so much," David groaned, slapping across the round cheeks as Julian shifted one of his hands up to her hip. "And it's so tight. Even Julian's cock couldn't loosen it up too much. I guess it was made to get fucked, wasn't it?"

"It was, and so was my pussy." She dug her heels into Hellion's back. "Made to be fucked, cummed inside of, and even bred, at some point."

"I'd breed you if you let me," Hellion confessed, slamming needily forward as he watched her writhe, absolutely loving the way she moved and the brazen depravity on display. Her velvety pussy held down on his cock like a vice and greedily milked his cock, and he was all too happy to give her exactly what she asked for.

Emma wasn't bothering not to make as much noise as she wanted now as she watched Betsy stuffed full of cock. This was exactly what she had wanted to see, and it was too hot a sight to deny, now with hands fingering both holes, rapidly fucking herself from both ends as she stared at the sinful delights before her. She wanted so badly to be there, so badly to feel that raw dominance and power, but she held herself together, remained in place and simply watching. With her very lax considerations for what constituted a violation of her psychic powers, and for that matter which violations even bothered her very much, she had played the non-present voyeur enough times that seeing sex before her hungry gaze was an especially delightful sort of treat.

It was with a wicked glance over to Emma and seeing how much she was enjoying herself that Betsy decided that she would make up for getting into David's head and fucking around with him. She gripped his head tightly, solely for effect, as her abilities reached into his mind and quickly shattered the locks Emma had put in place, all of the things keeping him docile and subservient toward her. She didn't make a show of it, didn't tell anyone, just gave him the ability to open up and dominate Emma as thoroughly as he dominated her, letting it slip away lost amid the savage fucking that took center stage.

"I'm so close," she whined. "Fill me, both of you. I want to feel what it's like to have two big, juicy cocks fire off in my needy holes at once while I climax. Please, give me that!" A little help came in the form of a little unchaste and perhaps filthy use of her powers, reaching into their minds and stimulating their pleasure centers with an overload of sensations that ensured that as both holes clamped greedily down around their cocks, they were losing themselves amid a guaranteed orgasm. She screamed as her body twisted and bucked, her ass and pussy greedily tightening down on the cocks, not wanting to let them go as they slammed into her one final time before both erupting in hot, heavy gushes of burning seed. She was in way ready for what followed, for the mad delight that ensued as two throbbing cocks blew thick, hot, plentiful loads deep into both holes at once. Her body was at its peak and she was absolutely delighted by what she felt, the simultaneous release doing wonderful things as the delight of being cummed inside of twice at once proved to be more than the sum of its parts.

Psylocke hit the floor, groaning as the two boys pulled out of her. "Nnngh, you're both dismissed," she purred, fingers reaching down to her gaping, dripping pussy and catching some of the cum and quim drooling out of her hole. "It should be the end of class by now, so enjoy your evenings, I have some work to tend to." She wanted them out, and given the cummy wreck she was, they were willing to give her the space, getting their pants and dressing back up. "Mm, but thank both of you for this, I think we should meet again some time next week for a refresher lesson, don't you?"

There was something to admire in the absolute wreck that they ahd fucked Psylocke into as she knelt there on the floor, ass and pussy leaking with cum, four loads smeared all over her face, her leotard pulled off to the side and tugged down to show off her breasts, upon which drool and cum had slowly dripped. She was a wreck, an image of absolute, ragged lust, and as much as she wanted them out, they couldn't help but stare in appreciation for a moment at their handiwork, and the way they had made an absolute wreck out of the powerful telepath.

"Definitely," Hellion and Prodigy agreed as they cleaned themselves up and headed out.

Psylocke sucked some of the mess of the three's combined fluids off of her fingers before rushing over to Emma, grabbing her lips and spitting it into her mouth. She was surprised by how receptive to it Emma was, the way that watching her submit so thoroughly had perhaps left her too dazed to stop it. The blonde met the kiss for a moment before pulling back and purring, "You were an absolute wreck back there. It's almost embarrassing how easily they made a toy out of you."

"One day, Prodigy is going to snap and make you his bitch, you know that," Psylocke replied, feigning ignorance of what she knew about the locks that she had undone. "You put him through hell, and he's going to strike back. And when he does, you'll be begging him for more."

"Mmm, if that's what you'd Ike to believe." Emma ran her hands through Psylocke's cum-smeared hair, pushing her head down and guiding her to kneel in front of her. "But for now, I think you look good on your knees, and given that you're already in a submissive mood, perhaps you can clean up the sticky mess that your show made of my thighs."  
******************************  
As they walked away from Psylocke's office, the afterglow's high faded, as did the mental fuckery keeping the worries from getting in the way of their fun. Those worries came back full force steadily, Prodigy groaning as he turned back to look at the office. "I shouldn't have done that,' he groaned. "Fuck, I wasted time there, I... Look, I need to find Megan, I'm sorry. That was good, but this isn't the time to be fucking around like that, I don't know what got into me."

"She got into us," Hellion said. "Our heads. I'm not a telepath, but I'm almost sure of it, because my mind wasn't on sex when I walked in, but once she got us going, I couldn't think of anything else. Don't worry, I sent Laura to look for her, we'll find Megan."

David looked at him in surprise. "Look, Julian..." he sighed, "I know you like the foursomes and that Laura and Megan are close, but you don't need to stress out over this if it's just for the sake of trying to keep this weird double date thing going. This is my problem, and I'm fine to deal with it myself, you don't need to feel obligated because of your girlfriend's friendship."

Just as surprising was when Julian said confidently, "I'm not doing this because Laura and Megan are friends," he said. "I'm doing this because we're friends." It felt weird to say. Even weirder to hear, judging by the look on Prodigy's face. A lot of this was absolutely fucked up in some pretty profound ways and for them to go from such bitter rivals to whatever this was over the passing weeks was a shock to him, but it felt oddly organic. He put his hand onto his shoulder and said, "Come on. We'll go find them, and we'll see if we can't find a good solution to this problem after all."

"Wow," David said. He wasn't really sure what to make of this, and didn't think there was anything else he could say that would have really expressed that, but it felt pretty clear that it wasn't a dismissive sort of wow. He gave a faint smile and a nod to Julian. To his friend. God, that felt weird to even think. But it seemed about right. They'd been getting along more and more, been fooling around with Pixie and X-23 a lot, and now he had even run out of class after him due to his relationship problems before turning their focus to fucking Psylocke senseless. If they weren't friends now, then he wasn't really sure who he could have called his friend. "I. Fuck, you're right. Okay, let's go."


	12. Confessions And Reparations

"Found Megan," read a text from Laura, as Julian and David both sat on a bench, nervously just killing time and trying to act casual. After a steamy threesome in a cramped office and the classroom gangbang, some time outdoors was the best thing they could have asked for, just some fresh air and clear thoughts, mostly silent and by and large away from all of the twisted writhing going on in the school.

Save for the bench three over, where two students were engaged in some very unsubtle mutual masturbation.

"Ask her if it's even a good idea to meet up with them right now," David groaned, leaning back on the bench, which had never felt comfortable before, but was especially awful now as he leaned there, doing his best to just keep himself steady and his thoughts composed. In some awful way, the fact that he and Julian were now 'friends' made it all a lot worse for him. He never would have wanted to show any panic to his rival, but now, he felt like it would have been a lot of emotional burden that he didn't deserve to dump onto someone else. There really was no good way out of this.

"Doing that now," Hellion said, whipping up the text quickly and adding, "And sent," with a sigh. He looked at Prodigy, knowing shit had gone bad, and things were bound to get a bit awkward here. Things had become so good between him and Laura, and with the adoring, clingy trysts between Prodigy and Pixie being much less than casual, he'd hoped that they would go official too and the weird double date friendship structure would solidify a bit more. But now, that was put not only in danger, but setting the stage for what could have been an uncomfortable follow through. "Do you know what you're going to say to her when you do see her next?"

"No," Prodigy said, shaking his head. "I don't know that I should even say anything to her. Fuck, talking is what got me in this trouble in the first place. She should be the one to speak, and I should just sit there and listen. And brace myself for some bad news."

Being supportive to David was a new thing, but it was something Hellion was ready for, even if he wasn't fully sure exactly how to yet; it would take some feeling and fumbling around first. "Don't say that. Have some hope/" God, and now he was playing the optimist too. This was all wrong.

"You didn't see the look in her eyes. The second I brought emotion into it, she was gone. I'm not expecting much to come out of this, and with how awkward it's all going to be now, I don't think we're even going to be able to revert back to casual sex and pretending everything is okay and that I'm not invested in anything more." At least Prodigy had it easy, playing the pessimist amid all of this, just having to think that this was all going to go horribly wrong for him no matter how this went and that he was better off just giving up now. "I don't think this is going to end well for me, Hellion."

"Well not with that attitude it won't." He sighed, taking a moment to look down at his phone, and the uncomfortable beginning of silence crept over them, spurring him to quickly say something to try and avoid hanging too long on the moment. "You're serious about her aren't you? This isn't just getting way too into the sex, you actually feel shit for her."

"Yeah. It's terrible, isn't it?" Prodigy wouldn't have minded emotions halfway as much if they hadn't induced such a panic and sent Megan scurrying off. That alone was enough to leave him firmly of the mind that this was a bad idea, and slipping further as time drew onward and he found himself continuing to return to his right frame of mind from Psylocke's fuckery. "But I... Yeah, I do. It started out casual and that was great. But Megan is just so great to be around, and I guess I hoped that all the time we spent together meant I wasn't the only one starting to get feelings like that, since we were doing so many couple things with you and Laura. Then I slipped up and said it right after sex, and next thing I knew she was running out of my room, so I guess maybe it was just me."

Just as things were about to fall silent again, Julian's phone chirped, making both of them stare in shock down at it, wondering what the response was. Julian looked down at his phone, reading it quickly looking back over to David, almost smug as he said, "So, if you've made your mind up already, I guess you don't want to know what Laura said."

Prodigy groaned, hanging his head down as his bluff was called, and he really couldn't help himself as he muttered, "You're really making me suffer for this, aren't you?"

"Wouldn't you?"

"Just read the fucking text."

"Laura says that Megan wants to see you."

"That's a bad thing isn't it?"

"She wants to see you, at least. That's something."

David sighed as he rose up from the bench. "You're trying your best to be supportive right now aren't you?"

"That's the sad part. Come on, she's in her room."  
***********************************  
A few knocks on the door stirred Laura, who moved quickly to open it up and greet the boys. "She's waiting for you," she said, voice steady and giving Prodigy no indication of what that meant, but he supposed he was about to find out. "We should give them some space, Julian." She took her boyfriend by the hand and seemed almost hurried to get him away, which Prodigy more than picked up on, and which left him worried as he looked into the room over Laura's shoulder and found Pixie sitting on the bed, eyes darting nervously off to the side. "Good luck," she whispered before dragging Julian off.

"Hey," David said, stepping into the room with as much twisting, worried concern as couldn't be fought out of his voice.

"Hi," Megan replied, wings drawn in, one leg dangling off the side of the bed while the other had a knee up at her chest, arms wrapped around it and holding it in close. She shot him a bit of an uncertain smile, as if not sure where to go from here, but she still tried her best to keep her usual elfin pep up. "Thanks for coming."

"Of course." Nothing about her demeanour was helping him get a feel for where this was going or what she had decided, so he kept quiet aside from that, wanting to give her the chance to speak, both because she was the one who had something to say, and also because he was nervous about seeing where this went.

"Can you sit down, please?" she asked, patting the bed right beside her. "I want you to be comfortable for this." She was still shooting off more mixed and ambiguous signals than David knew what to make of it, nothing concrete in what she was doing that could have helped him understand where this all was going, so he just did what he could to follow suit and comply with what she asked of him, sitting down on the edge of the bed with a bit of distance between the two of them, not sure if he should go in close. But almost immediately, she scooted over toward him, pressing up against his side and sighing. "So..."

"So." Prodigy felt the warmth pushed up to his side, and did him no favours. "Should I start apologizing right now?"

"Mm, no." It was the first concrete sign of something he'd seen yet. "Look, this morning was... No, I should be the one to apologize. I shouldn't have run off like that, and you didn't deserve it. Not after how long we've been at this. But it scared me, because all this time, I guess I never thought very much about the idea that maybe emotions were getting involved or that you were feeling anything for me. And then I thought about it, and I got a bit more scared when I thought about it." She leaned forward, pulling herself up into David's lap and sitting sideways across him, reaching an arm up around his shoulders for stability. "Because I started to realize a few things too."

If everything about her dour reaction was an elaborate joke to sink him down into a sense of doubt so that she could spring this on him then Megan was both brilliant and far more wicked than he had imagined. "What sorts of things?"

Ignoring the question outright, Megan continued on her own line of thought. "Are your feelings real, David?" she asked, gripping him tightly. "I know you're not that kind of guy, but I can't help but worry if maybe you're falling in love with the sex and not with me." She wasn't used to opening up about those sorts of worries and insecurities, always putting on the happy face and playing the braver role of keeping everyone happy. But here, she was opening up on some heavy things, and showing a certain degree of pessimism that surprised her almost as much as it surprised Prodigy. "And I almost don't want to take the risk and say we can keep things casual still, but I don't know how we can go back to that now."

Prodigy put his arms slowly around Megan, holding her close, and as he did so, he could feel her nuzzling up against him, warm and adoring as always. "I don't think we could go back to casual either, but yes, Megan. I meant what I said. I didn't mean to let it slip out like it did, but I do love you. Our little not-relationship left me so happy and I started taking it all for granted. But no, I promise, it's not about the sex, Megan. You're amazing and sweet, and I want to actually be in a relationship with you. Forget sex, I can get sex anywhere. But you're one of a kind."

Leaning her head down against his shoulder, Megan let out a soft sigh. "I was hoping you would say that." Leaning up to kiss his neck, she held herself up tight against him, clinging with a firmness that seemed almost apologetic, like she sought to make up for pulling away from him earlier by going in closer than ever. "I'm sorry for running. It took a bit of thinking for me to realize how I felt, but mostly I just... What we've had was so great, but I kept telling myself it was just casual, and then emotions got involved and the first instinct was to be scared. But I've thought about it, and Laura helped find the answer." She shifted to press her lips into his. "I love you, David."

"I love you too, Megan." With her hold on him so steady, he pulled back on the bed, guiding both of them up to the head of it so that he could lean against it rather than lingering on the edge of it. His arms went softly around her, and he could feel her wings stretch out and flutter excitedly. He didn't feel the need to say anything else now, as in some ways silence almost spoke for itself. All he wanted was to hold Megan, not only because he thought he'd lost her, but because they had never clung together quite like this before. They'd always been affectionate, but this was the first time that they did it without any illusions of casual airs about their closeness. There was an honesty to their touch now, and he didn't feel the need to interrupt it with words.

But as she leaned in tighter against him, at some point, Pixie did. She wasn't sure how long they clung to one another for, just that it was the kind of wonderful, reassuring snuggle she had needed after the stress and worries of her panicked day. It was long enough though, and that was what she needed to start taking things in a different direction. "So," she purred slowly, leaning in and pecking along his neck again, eyes flashing over with a delighted and playful look. Her posture in his lap shifted, hooking a leg over him and slipping into a proper straddling position atop his lap, rather than being seated sideways. "If I remember correctly, we were in the middle of something when I ran off."

"Do you want to go back to what we were doing?" Prodigy asked, fingers running slowly up Pixie's back as he felt her press down against his groin. "Because I wouldn't mind that."

"No, not quite." Pixie wiggled her hips as she ground down into his lap. "This morning, we were just a couple of horny mutants having a good time. Now we're in love, and young, and I think we should do something a little bit more constructive than that, don't you?" She licked her lips before leaning up and kissing him firmly, all while keeping the pressure down on his shaft. She could feel his cock slowly rising and hardening against her touch and the playful rocking of the wing-flapping sprite.

Prodigy let out a fake gasp and asked, "Pixie, do you mean that? Oh, I would be so happy to file my taxes with you."

"You're lucky I think you're cute," Megan whispered, nibbling at his collarbone. "No, I meant more.... Well, the reason that we're fucking our teachers is to help us train to continue the mutant species, right? Well, I don't really want to have Professor Summers's baby, but maybe my new boyfriend could help me out a bit more easily." A little whine rolled out as she reached for her jeans, undoing them and pushing them eagerly down her legs so that she could press her panty-clad mound down against his bulge more directly. "I don't want you to knock me up now, of course but maybe we should get some practice in."

"Fuck," Prodigy groaned, reaching his hands down to his lap and quickly undoing his jeans as well, shuddering as he grabbed her by the hips. He began to rub his cock right up against her pussy through their underwear, a slow and methodical dry humping as he listened to her sweet seductions. "I'd love to be the one to do it, Megan. I'd love to breed you whenever you're ready, and to pump you full of cum any other day so that we're ready to go when it's your time."

"Good, because I want you to take that big, hard cock of yours, and I want you to fill my pussy with it. No blowjobs, no anal, just that hot cock inside of me, flooding my womb, stretching me out so wide that it plugs all the cum right in there and doesn't let a drop out." She could feel his fingers tighten onto her hips as she spoke, as she got so worked up and excitable by the thought of what was about to happen, as she stared with renewed adoration at the boy she had accidentally fallen into love with. "From now until dinner, I want you to practice breeding me, and I don't want to miss a drop."

Their steady grinding reached its feverish height, and David knew that if he kept going any longer he was going to definitely leave her missing some drops. So he moved quickly, pushing her forward onto the bed, using his grip on her panties to pull them quickly off of her legs, and then hurrying for his own underwear, not even getting his boxers down past his knees before he slammed down onto her and drove his cock into her slick twat with a single harsh stroke. "You're going to be so full of my cum by the end of this that you won't know what to do with yourself," he snarled, getting almost possessive as he lay atop Pixie.

"Good!" Megan cried out, feeling the thick cock filling her up. It was a familiar sensation, but one that was made so much better by the cravings bubbling up hot within her, the need for release and sensation that left her writhing happily about on the bed. Being interrupted before she was really 'done' with their bout of sex had left her with urges all day that she had been too distressed and somber to fulfill, but now that things were better than they were before between them, she could savour everything about finally getting hers, not having had the delight of being psychically seduced into a threesome with Psylocke. "Mm, I'm yours now, and I want you to prove it by claiming me. Mark me as your girl, David.'

There were no words that could have give a better push to Prodigy than those. Pixie's impassioned yell was everything he needed, and he slammed eagerly down into her as he felt the pressure suddenly upon him to deliver, not that he minded the pressure at all when he had a good direction to vent it in, a writhing and excitable fairy beneath him needing cum, and he was more than happy to give it to her. His hands pinned her down to the bed and ensured she wasn't going anywhere as he started to fuck her hard and fast, wasting no time in getting what he wanted and seizing the opportunity before him, the beautiful chance to go all out on his dear Pixie.

Rough sex was nothing new for the two of them. Creampies were equally as common. But something that had been missing from all of those previous days was the intensity and the underscored adoration that now burned up hot and at the forefront of their thoughts, impossible to avoid or ignore as Prodigy hammered deep Megan as hard as he could from above. There was something different at stake now, and the context of cumming inside of Pixie gained something intense from the promise of being practice for breeding her. The future of the Mutant people lingered in the back of peoples' minds, something they just couldn't help but lose sight of amid all of the sex happening around and to them at all times. But now, it was all they could think about as Prodigy started to take it to Megan hard and fast. The craven thrill of Pixie being bred even in theory was enough to push both of them into excited heights above the intense emotional investment they were thrilled by.

The harsh thrusts of David's thick cock into the narrow and ever lovingly stretched out pussy of the little elfin Mutant was what both needed, the confirmation of the other still there, that they were united again. All those worries of their tryst being over once emotions got involved had been thoroughly washed away and in its place was the harsh fucking of Megan's aching cunt, a rekindled connection even stronger now than ever before. A nice, steady fucking was everything they needed to pull back together happily, to once more be united and going at one another, now with so much more than just their next orgasm on the table.

But the orgasm was still a big part of it. "Deeper," Pixie whined. "I want you to push right up against the entrance to my womb when you fill me!" She didn't need much effort to rationalize away the fact that their first time together as a couple was a raw and vulgar affair. As much as something slow and sappy would have maybe been more 'romantic', they were still a pair of fuck buddies turned lovers, and somehow, it felt almost wrong to shy away from what their past had been before. Creampies, cock worship, size queening, and hard sex was everything their sexual liaisons had been built upon and it seemed only fair to keep along that same vein, to not once falter on what really brought them together. Besides, wasn't pleading for her boyfriend to flood her womb and get ready for breeding her basically a storybook romance ending?

"All the way," Prodigy groaned, sheathing his cock balls deep into her amazing pussy with each stroke. After all this time her twat was still so tight and needy, and he didn't know how he could have ever possibly gotten tired of fucking a hole so amazing. His sac slapped against her as he thrust into her, his body moving quicker and harder to meet the needy demands of the girl who deserved everything she asked for. He wanted to please her so badly, to give her everything she craved now. To feed into her slutty urges and harness them for his own indulgent delight, looking forward now more than ever not only to the nights of carnal indulgence that ran long and decadent, but also in the sweet afterglow of her warmth snuggled up against him and the freedom of saying everything he wanted to say afterward.

But for the moment, mostly that first part.

Being pinned down to the bed meant that it was hard for Pixie's wings to flap and flutter, but the sensations bubbling up within her were too powerful for her not to, and she found herself batting them against the bed anyway, savouring the harshness of his thrusts now more than ever. "Own me," she pleaded, pushing her hips up against his thrusts, wanting so badly to find her end as she swelled closer and closer to release, lit up with more desperation than she knew what to do with. "I need your cum, David. I need it inside of me, right now, flooding me, showing me that I'm yours. Please, fill me!" She cried out and twisted, unable to stop writhing now as he pushed her harder against the bed, but she kept on, stubborn and too needy to stop.

Finally, David had just had enough. The greedy hold of her pussy around him became too much to bear and with a harsh thrust, he gladly slammed down into Megan, groaning as he went balls deep into her. "Take it!" he yelled as he came inside of her, his cock spasming and twitching as he loosed a hot, thick load into her, and almost immediately, the feeling of his hot cum gushing into her with his tip right up at her womb was enough to set her off, to leave her gasping as her luminescent quim squirted out a bit. She yelled in delight, bucking and squirming harder than ever as her greedy inner walls milked his cock of every last drop he could get.

Pulling back with a groan, Prodigy couldn't help but want to admire his handiwork, leaving a ragged and breathless Pixie to lie on the bed, limp and blissful as her legs spread a little bit. "You look so beautiful right now," he said, smiling as his fingers toyed with her thighs.

"It's because I'm happy," Megan purred. "I can feel all of that hot cum inside of me, slowly starting to leak out of my stuffed womb, and already I feel like I want more. So don't admire the view for too long. I don't want any cum to leak out while you're taking your time looking at the goods."

"I promise to stop before anything leaks out, but can you really blame me for wanting to enjoy the sight of my girlfriend full of my cum? One day, it's going to matter."

"But that's not today." Megan bit her lip and slowly started to spread her legs out, opening herself up a bit more and accelerating the rate at which she would leak out of her. And David knew it too, smiling as she called his bluff. "And you did make a promise, so you'd better not leave me waiting any longer."

Before she knew it, Megan was up in David's lap with hands on her narrow waist guiding her to bounce on his cock, and she could not have been happier.  
***********************  
"I love you," Megan said, head resting on Prodigy's chest as she lay there, cum leaking out of her gaping hole. They had fucked for hours, well past what should have been dinner time, but neither had wanted to stop, and they would just have to go out there and get some reheated food when they felt like pulling away from each other, which had hardly been yet. "And I'm glad that you came back after I ran away."

"I'm glad you wanted me to come back after you ran away." Prodigy held her in tight, guiding her up to nuzzle against his cheek. "But we don't need to talk about that anymore. We know there's nothing about our feelings to be afraid of, and we can look ahead to the future now. Do you want to go on a proper date tomorrow night?"

"Mm, can't. I already made us plans."

"When did you make us plans? I didn't see you texting anyone when you were bent over the dresser."

"With Laura, before you arrived. I figured this would all work out, and we have a double date night planned. Well, maybe it's not a date, I don't know. Most people do dinner and a movie, but is an orgy romantic enough for your tastes?" She stuck her tongue out and smiled wide. "It's nothing new, but this time you get to actually swap girlfriends with Hellion, who I hear you ended up being much more friendly with when you were worried about me."

"Yeah, it looks like it. But that's okay, because if we weren't friends now, I wouldn't be too eager to watch you two fuck now that you are I are a thing. But this way, I don't think I'll mind it very much."

"And you get to fuck Laura."

"And I get to fuck Laura!'

Megan giggled as she climbed up onto him, pressing some kisses into his chin, his cheeks, the top of his nose... Just about everywhere she could crane her neck to reach that wasn't his lips. "And then once we've had our couples' fun, I think it's about time I help you get a little bit of revenge on a certain Headmistress Frost. No more letting her toy around with the man I love.”


	13. Funfaithfulness

Kissing any girl other than Megan should have felt weird to David after what had happened. At least for a few hours, right? The two of them had just become an actual, official couple, and he should have had no reason to be kissing anyone other than her for a while to come. But there he was sitting against the headboard of Julian's bed, with Laura leaned in to kiss him, already naked and starting now at his pants, as he ran his hands along her sleek, taut body, felt the form skin beneath his touch. He wasn't only kissing Laura, he was making out with her deeply, touching her and urging her with little whispers of, "Faster," to get his cock out.

It helped that, in his defense, Megan was right beside him, being just as "unfaithful" as her wings fluttered and she floated over Julian's lap, doing much the same for her new boyfriend's apparent new "best friend". Although she already had his cock out, much more impatient and already running her hand steadily up and down the shaft in excitement and anticipation for what was to come.

All things considered, it seemed only fitting that the couple's first night as a real couple and their first official date be an orgy with their friends. It was the only way to go, really. Helping matters was how many times the four had already done this, several previous orgies together helping to make everyone comfortable with one another as they indulged in a little bit of what was now officially partner swapping. It was an exciting prospect, and it made the way X-23 gripped Prodigy's cock firmly all the more enticing, a certain new kind of thrill to be found in the way she touched him now that he was technically cheating.

"Is it weird to like your handjob more now that I have a girlfriend?" Prodigy asked into Laura's lips, smirking as he ran his fingers gently through her hair and savoured the way she went at him.

"Probably," X-23 replied, but that didn't stop her as she made out with him, glad that he and Julian were finally getting along so well. It was along time coming, and made this all a whole lot better.

"Don't think of it as being unfaithful," Megan said, pulling back from Hellion's kiss in turn to peck along his jaw. "We should have a new word for it, actually. Ooh, funfaithful! How about that? I like that one." The fairy-like mutant giggled as she went back in for more kisses with her best friend's boyfriend, her handjob quickening rapidly as she got to work, loving the thrill of going all out as she too felt like there was a certain extra something exciting by the way she was now "taken" but still fucking around. Of course she and David weren't going to go exclusive with how their circle of friends were, and for that matter the entire tone the school was taking as the entire place seemed to only get more and more debaucherous.

"I for one am rather glad to be your first non-girlfriend kiss," Laura noted, her hand moving quickly along his cock as she had her steady way with it. She got her eager fill of his lips as she stared over to the side before finally pulling back. 'Should we start, Megan?"

"I'd love to!" Pixie chirped, her wings fluttering as she and X-23 both pulled back from the boys, settling down onto their stomachs on the bed. Their steady holds on their cocks remained, but they shifted their grips down a bit to better accommodate their mouths as they leaned in and ready themselves to suck the other girl's boyfriend off, side by side with one another.

Julian and David shared a smirk together as they watched the girls lean in and drag their tongues up and down eagerly along the boys' cocks. The contrast in styles was immediate and it was stark; Laura preferred her licks to be broad strokes with her tongue, licking across long stretches of flesh with each run of her tongue, while Pixie was all about speed, licking frantically all over every inch she could get with tiny little slips of her tongue, kisses filling in the spaces as she got more area covered but with much less firmness behind any one lick. She wasn't about firmness, she was about eager appreciation and getting as much as she damn well could out of every last second of thoroughly going at it.

Unsurprisingly, it was Pixie who first took the cock down, lips opening wide as she sucked the dick right into her throat, not caring about the noises she made as, with Julian's big cock in front of her, everything that was a size queen about the excitable sprite took over. She took it happily down, moaning between the gagging sounds that followed as her head bobbed up and down and she just threw herself frantically into the thrill of going all out. She couldn't have imagined wanting to do anything other than just go as thoroughly all out as she could muster.

Beside her, Laura went for a different approach as she took Prodigy's cock into her mouth. Rather than throw herself down and star gagging, she decided to show off by flaunting her utter lack of a gag reflex. Her lips wrapped around his cock and slowly sank forward, taking him down steadily and slowly. In one single, slow, patient motion she sank down, letting him slide into her throat and down further, refusing to break away as she showed off.

"Fuck, that's hot," Prodigy groaned, watching in amazement as she went down until her lips hit his base. It was exquisite. The warmth and the wetness were amazing, and he twisted about as he felt the very different kind of blowjob, the sort that no other girl could have given him, unique only to a body so durable and different enough that she didn't have to worry about breathing as her throat filled with cock, her esophagus stretching out a little to take him down as a bulge formed in her throat.

Even better still was when she started to move, head rocking up and down as she guided herself along his cock, patient and slow. It wasn't the kind of sloppy, all out throatfuck mess going on beside him, but a reserved, contained way of steadily and patiently adoring his dick. Even as she started to move quicker, it was so quiet; the sucking noises were so subtle he almost couldn't hear them over Megan's noise.

And what noise it was. Megan didn't hesitate as her own throat bulged, much wider due to her tiny stature. She wasn't stopping, going steady and throwing herself down, gladly fucking her own face on the thick cock as she stared up at Julian. Drool leaked down her chin and everything seemed so utterly craven and sloppy, but there was nothing he could find it in him to complain about as he sat there and watched every last second of the slutty, lurid action before him.

The two styles could not have been further apart, but they both had the desired effect on the boys squirming about on the bed as they received them. It was a lot to take in, an amazing thing to behold and made only better when eyes drifted off to the other side, both guys staring at two gorgeous girls both very differently working over big dicks, but all to the same lurid effect, and to the same messy ending as both writhing mean groaned and, in unison, warned the girls of what was to come.

Pixie and X-23 both pulled back up quickly, and despite the difference in approaches, both felt drool spill from their mouths in thick strands as they grabbed hold of their boyfriends' cocks, ensuring each girl was jerking off a cock in the other girl's face as they finished the boys off. Hot streaks of cum shot out, Laura keeping the cock incredibly still and wringing out every last drop she could onto the fairy's happy tongue, while Pixie took another way around. As she swallowed every drop of Julian's cock down, she made sure that David's cum painted across Laura's face in streaks that got damn everywhere, leaving a big mess she intended to clean up after herself.

With both cocks nice and primed after a good, hard sucking, the girls both pulled back, already having planned exactly what they were going to open things with as they got down on all fours side by side, asses raised high in the air as they tempted the other's boyfriend over to fuck them.

Now, Prodigy and Hellion were in the driver's seat, and all of the basic differences that could come from the partner swapping were gone; nothing the two boys did as they got up behind the girls and shoved their cocks into them was going to be as drastically different as the girls' cocksucking techniques, but that didn't change the utter elation of feeling the cocks slide into their pussies as the two girls leaned in side by side, Megan slightly more forward so that she could lean in and press kisses into Laura's cheek and lick up some of the cum as they got fucked.

Megan's smaller, more compact frame made for an even tighter, snugger fuck as Hellion drove his cock in a bit harder to make it through, to push in and really loosen her needy little cunt up. She was wet and ready but so stubbornly tight, making it an absolute treat as he hammered into her, his hands on her narrow hips and keeping her in place as he drove forward, hips bucking and his cock pumping rapidly in and out of her, a merciless and steady fucking that was only made better by the fact that she squealed with such sweet, high delight in response.

Then there was Laura, a sturdy girl whose round ass provided plenty for Prodigy to play with as he gripped her cheeks firmly and slammed forward, groaning as he felt the soft skin beneath his touch. Her ass was good, but even better was her pussy, which held tightly around his cock, dripping onto the bed as he railed her relentlessly, knowing that she could handle more and that he could give it to her as hard as he wanted without any worries. In fact, given the way she groaned, "Fuck me harder," every few thrusts, she definitely wanted him to, and that was more than enough reason for Prodigy to all out with her, throwing all caution to the wind and fucking her utterly senseless.

As they felt the others' boyfriend fuck them, they made out, leaning in and moaning into each others' lips as Pixie licked her boy's cum off of X-23's cheek and pushed it into her mouth, loving the thrill of cum swapping so much and unable to get enough of it as she shuddered high and needy about on her hands and knees. There was a certain closeness that came from this, a thrill as they bonded over getting fucked, over loving their boys' big cocks slamming into them in any capacity they could get. It was all about getting off now, and they knew they were in good hands in that regard.

No matter what differences there were in the body of the girl taking the cock or the different paces with which the cock hammered them deep and fast, it all came to the same end as Laura and Megan, clutching hands and pulling away from their kiss, both let out screams of pure delight as they came in unison. "Cum inside of us!" they yelled, twisting about hotly as the pleasure shot through their bodies, burning through their limbs and leaving them to shudder in bliss. The ensuing tightness was more than enough to drive the boys over the edge too, and with hard groans the two boys slammed balls deep into them, and they felt like they hadn't even really needed to specify it as they probably would have creampied them anyway. Not that they didn't complain though; the gooey, shuddering warmth pumping quickly into them left them both writhing happily as they savoured the satisfaction and bliss of being filled.

There was no time to waste in getting into their next position as Megan pinned Laura down to the bed, kissing her excitedly for a moment before turning around and scurrying up her body with eager kisses every few inches, craning her neck up to reach her pussy while Laura leaned her head down to match, licking up Megan's folds before both girls shot the boys an eager look; they had work to do, and they had better not slouch on their responsibilities.

It would have been unthinkable to do anything of the sort.

Still taking the other's girl, both guys knelt down the right end and guided their cocks into the pussies they had already fucked, all while the girls moaned and twisted about, licking up the shafts of their boyfriend's as they watched them go into the other's pussy.

"Fuck her raw," Megan purred as she laid some kisses onto David's stomach.

"I want her to scream into my pussy," Laura replied, getting frantic and vulgar for a moment as she tilted her head back to plant a kiss on her boyfriend's ball sac.

The hard, fast fucking resumed again, David and Julian smirking as they went right back to work. Deep, rapid thrusts pumped into the creampied pussies, but now there was something new to be found as tongue lapped at their cocks and at the pussies they were spreading open, trying to lick up every drop of milky white to be found there, catching every leaking drop and lapping at what ended up on the cocks. Both girls got louder as their pleasure increased, the tongues dragging along their clits and their labia amid the frantic cum seizing process. It was a lot to take, and they tried their best to do it all to the best of their abilities.

The boys had little to do but fuck, slamming forward and just enjoying the licks, but they were fortunately off in their own private little world, and they had a plan in mind, working it out through sign language and little gestures; it was a simple enough idea, one that didn't need much explanation. They kept going, slamming forward hard as they could, fucking the other's girlfriend deep and relentlessly as they kept a friendly demeanour with one another--all that part of that new 'funfaithfulness' thing, they supposed. But it helped that beneath what they were doing was a wicked intention that they were saving for the right moment.

"So good," Megan whined, the most idly talkative of the four as she let out all manner of fitly things. Breathless whines of, "Fuck me," were most common, of course, but there were plenty of little remarks about the combination of her best friend's twat and her boyfriend's cock that absolutely thrilled her eager taste beds, left her happy to keep working at lapping at it, eagerly engaging in a frantic fucklicking as she received one of her own. And helping matters was that Laura was nothing short of efficient, able to spy and lick up any drop she saw before returning to aggressively sucking on her clit. It was too good to resist, and before long, she was done.

As the girls came in unison again, their mouths wide open to let out the screams of pure delight, the boys made their move, pulling out of the other's girlfriend and slamming their cocks balls deep into their own girls' mouths. Neither knew what to do, both sets of eyes opening wide as they felt it, Megan gagging and spasming around David's dick, while Laura may not have been challenged by it, but did now have balls resting on her face. What they did have in common was the feeling of cum pumping down their throats, splashing along on its way down to their stomachs, where they felt it settle in all gooey and warm, utterly filling in the most twisted of ways.

With a high five and a snicker, the boys pulled back, watching as the girls stared up at them, fully aware of what they had planned and simmering for a moment in mock frustration. "It must have taken a lot of balls to do something like that," Mega purred.

"I don't think you deserve anything after that, Julian. Go sit down and wait this next round out."

"I could use a break anyway. I don't know why I thought fucking you so much before the orgy was a good idea." Julian put his hands up, earnestly ready to go sit down for a little bit as he left the floor open for Prodigy. "Enjoy them, man. I'll be over here recovering."Megan grabbed Laura before she could even react much to it. "Yay! I've been waiting for the opportunity to share my boyfriend's dick with my best friend, and now we finally can." She smiled, pulling Laura down onto her stomach with her as she laid down in front of Prodigy's dick, grabbing eager hold of.

"Well, hold on now, Megan," Laura replied. "It is important to get consent before doing anything. David, would you like a double blowjob from Megan and I?" Even as stern as X-23 was, she couldn't help but crack a smile, and with Pixie turning into a giggling mess beside her, even she started to laugh a little bit as she leaned in with her friend to begin licking all along Prodigy's cock.

Having one of these beautiful mutants giving him a blowjob was already one of the best things in life. Having both of them do it? Oh that was just a dream come true, and David settled in for the long run, smirking as his fingers got through both girls' hair and eagerly encouraged them to do whatever they wanted to him, so ready for every last second of what was about to happen as he watched Pixie's tongue join X-23's along his shaft.

The two tongues danced along his cock, both girls shameless about tongue overlap as they took a moment to sloppily make out with his cock in a messy three way kiss each time they crossed paths, half the time staring at each other but the other half of the time unable to pull their gaze from Prodigy as he stared at them with a deep, burning appreciation. It left them both feeling so excited, so ready and eager to do everything they could to please him, and that meant moving on before long. 

"You got to suck him earlier, so I get the shaft," the fairy said. as she took his cock into her mouth. Pixie sucked it eagerly down and throated his cock, the sputtering, spasming hold of her throat around his dick making David groan and twist as she got to work, all of the wet and sloppy trademarks of a Megan Gwynn cocksucking so immediate and absolutely thrilling to her boyfriend, who loved his pint-sized size queen and her rapturous adoration of all things cock.

"Fuck, I love it when you do that," he said, head rolling back as he felt a tongue dragging along his balls; Laura lapping at his sac as Megan greedily slurped down every inch of cock left. His hand tightened in her hair as well as he felt her mouth at work; both were incredibly skilled, but Laura's mouth was principled and targeted. "And you're doing amazing things there, Laura. Fuck, Julian, do you get this every night?"

"What, Laura sucking my balls? Usually two or three times, I love it too." His 'break' wasn't very useful given the fact that he had his hand around his cock as he watched his friend receive the eager double oral treatment, strokes pumping slowly as he at least kept his energy down. "She was doing that before you came in, actually."

"It feels so fucking great," Prodigy grunted. "And I'm so close. Please don't stop." The day had already been an amazing and quite honestly exhausting one for Prodigy when he thought back all the way to the run-in with Psylocke through to the way he and Megan had gotten together and had plenty of sweet time together, but this was proving a strong contender for the best single moment of his day, as he watched two gorgeous women servicing his cock and his balls in eager oral tandem. "Nngh, here it comes!"

The second he grunted, Megan was pulling off of his cock and grabbing Laura by the hair, as she positioned her friend cheek by cheek with her to catch her boyfriend's seed. She yelled out something, so excitable and desperate that it didn't even come out comprehensible as she lost herself in excitement at receiving another facial. Hot spurts of thick, gooey warmth shot across their faces, streaming along their features and leaving them an even bigger mess to deal with. But it was a mess neither intended to do anything about as they laid a final kiss on Prodigy's cock head each.

"Okay, my turn to have a break," Pixie said as she pulled back. "Julian, are you ready to come back in?"

"So fucking ready," he groaned. "David, turn her around. I want you to feel her ass next."

Laura's hips squirmed at the prospect. She gladly accepted Prodigy's hands spinning her around as Julian knelt in front of her. "You seem to enjoy watching David move me around. I can't imagine why." She bit her lip as she stared up at him, her hands settling on his hips as she looked down at his aching cock, pointed right at her and just begging to be sucked on. "Go on, tell him to do something else."

Hellion was more than happy to oblige. "Push Laura's head down for me, will you?"

"Of course." Prodigy was at peak cooperation with his friend now as he pressed forward, slamming his cock right into X-23's round ass and making her cry out in response to the sudden, thick intrusion stretching her back door out. That was the opening he needed, her mouth open now and his hand once more grabbing her by the hair as he shoved her head all the way down, forcing her to swallow her boyfriend's cock down to the base.

"Fuck, that's hot," Hellion said with a grin, taking the reins from Prodigy as he held X-23's head firmly in place and began to thrust. Back and forth he rocked, fucking her pretty face as she stared up at him, brown eyes sparkling in excitement; she was getting just as much of a kick out of this and he knew it. Slamming past her lips, he gladly took a more hardened and frantic approach to oral than his girlfriend would have given on her own terms, but she loved the roughness of a nice, sloppy facefuck, and she didn't even care about her own methods as she wound herself up for more.

Watching her get facefucked from the front gave Prodigy all the push he needed to hammer her ass from behind as they steadily, harshly spitroasted the mutant, adoring the chance to go all out on fucking her as hard and fast as he could. Her ass bounced and jiggled from the force of his harsh thrusts, the round, taut cheeks looking amazing in her leather pants but even better bare and crashing into his hips. He was right where he wanted to be as he went all out on her, holding back nothing in the frantic pursuit of as much pleasure as he could possibly find in all of this.

In the middle of it all and being the one getting so intensely spitroasted, Laura had her turn in heaven, moaning around her boyfriend's cock as she was taken from both ends. It felt so amazing, the intense treatment of cock hammering into her from both sides and the way the opposing shock waves met in the middle and left her spinning about wildly proving more than she could handle for long, but for as long as she could hold out, she would. This just felt too good to give up, the fingers in her hair and pressing into her behind, the cocks stretching out her ass and her throat as she was hit by two equally large and impressive dicks. One was great, but two? It was paradise.

Megan bit her lip as she watched, unable to get enough of the twisting, writhing thrill before her. It was so hot to behold, and already she was eagerly eyeing the two big cocks drilling her best friend raw, burning up with all manner of ideas for what she wanted the two of them to do to her in tandem when she had the opportunity to. There was no way she could ever in good conscience not do everything she could to indulge as thoroughly as she could muster in this twisted debauchery, her chest tightening and her mind reeling with the immense possibilities before her. She needed this.

The steady back and forth of pistoning cocks into her throat and her ass proved too much for Laura, who hadn't even reached a hand down between her legs; she didn't have to, getting off on everything else being done to her more than well enough to be just fine as she twisted hotly about, moaning around the cocks and driven absolutely wild, pushed right to the edge and refusing to slow down. Not as she reached her peak, as she howled around the cock buried down her throat, eyes shutting tightly s she reached her peak. The orgasm surged hotly through her body, so satisfying and incredible, leaving her to buck about as her untouched and neglected pussy dripped all over the bed. It didn't matter; she didn't need to finger herself to enjoy an orgasm this powerful.

Feeling Laura climax between them was enough to drive the boys over the edge, Julian pulling out of her mouth and slapping his cock down against her face, the slimy shaft making her smile wide as she stared up at him. As his cock erupted right up against her face, she bit her lip and accepted it, letting the spunk splash onto her features, giving her another layer of cum on her face as she felt Prodigy fill her ass. There was nothing special or elegant about his backdoor creampie, but god was it satisfying to feel him pump her ass full of spunk.

"Okay," Prodigy panted, pulling back out of Laura's behind and giving it one final sleep. "My turn to rest."

"Whee!" Pixie yelled, buzzing forward excitedly. Her wings carried as she she threw herself at Laura, but this time, the huntress had other things in mind as X-23 caught her, rolling with her and pinning her down to the bed. She pressed their creampied holes together. "Ah! What's this for?"

But Julian knew exactly where this was going, and didn't need his girlfriend to explain it as he surprised Pixie by pressing his cock between their slick, dripping twats, both girls radiating heat and need as he guided his cock to press between them, both puffy mounds pressed down by the cock resting between them as he grabbed hold of Laura's fine ass, knowing his girlfriend's weight would be more than enough to keep Megan down. "So warm," he groaned as his cock pumped in and out.

As the cock rubbed along her slit and brushed against her clitoris, Megan yelped in delight, burying her face up into Laura's breasts as she felt the friction and the heat. The thrill of having a cock rubbing along her slit was always an enticing form of foreplay, especially when she could hold it, feel it throbbing in her hand, the craven need to fuck her leaving a mighty cock absolutely vulnerable. Pressing it against her stomach. Most of all, letting the guy rest his balls on her slit so she could look at how deep inside of her the cock would go. But with Laura's weight pressing down and her body pinned in place, she was in for an even greater treat than that as it turned from something she enjoyed to something that had the power to get her off. 

Laura loved it almost as much, not craving the size play factor of outercourse, but loving the feeling of a cock teasing her pussy lips, and having Megan to squirm and whimper beneath her only made it even better, the two of them gifted with pleasure at the same time, a simultaneous swell of pure thrill that seemed to only leave her with a breathless, ragged need for more, twisting hotter and happier as she received the thrill and indulgence that she so utterly craved. "Harder," she moaned, head rolling back as Megan buried her face up into her cleavage and kissed all over her tits, so desperate and eager to give her every last bit of affectionate gratitude she could.

And then there was Julian, who simply could not get enough of fucking the tightness they formed like it was a real pussy, feeling both dripping twats leaving his cock soaked as he worked back and forth, adoring every last second of giving them the pleasure that left them squirming against one another, twisting and grinding in heated delight. They both looked so hot, and even better still was the way that his cock was left twitching and aching between their bodies, ready to blow, and he didn't much feel like giving them much warning.

Instead, he simply slammed forward when it was time, balls slapping against Megan's twat as he pushed forward and grunted loudly. His cock twitched and erupted, both girls gasping in surprise and delight as the cum gushed forward, splattering onto their stomachs. The warmth that followed pushed them over the edge, and as Julian pulled back and slapped his girlfriend's ass, Laura slid down as well, pressing a ferocious kiss into Megan's lips so that they could enjoy each others' company as they came, Laura's pussy dripping down onto Megan's twat as she gave one of her luminescent gushes in kind.

Bursting with absolutely endless energy, Pixie grabbed hold of X-23, rolling her over and kissing feverishly down her body, before she settled onto licking the cum right off of her taut core, adoring her toned stomach with a frantic tongue. "So good," she purred, biting her lip as she pulled back, the cum quickly replaced with a glistening coat of spit that left her content and happy as she finally drew back.

"Nngh, I could not agree more." Laura rolled off to the side and added, "My turn to relax."

Prodigy had barely even gotten up when Megan started to yell, "Double penetrate me!" in delight, fluttering up and grabbing Julian by the hand, pulling him off the bed excitedly. "Both cocks, buried deep in me right now. I want you to fucking break me!" It was the frantic cry of a girl who wanted nothing more than to have her turn being the focus of attention to be one spent getting stuffed to the brim with cock, and it surprised nobody in the room in the goddamn least.

"I'm be happy to," Julian said, grabbing hold of Megan and turning her around, pressing her back against his chest as he grabbed hold of her legs, pulling them up and spreading them wide. He slammed down into the fairy's ass, leaving her pussy ripe and dripping for her boyfriend as he walked up to her. Immediately, her tight rear clenched around the dick invading it and stretching it open, making him groan in delight as he felt the pure rush that followed.

Double penetrating a girl with Hellion seemed almost second nature now to Prodigy as he stumbled forward, grabbing hold of her and pushing forward. He sank into her pussy, and there was no pussy to sink into tighter than Megan when she already had a thick dick buried up her ass. She was so incredibly tight, and he couldn't contain the ragged, "Fuck!" that followed as he pushed forward, forcing inches of throbbing dick into the very needy size queen.

Two big dicks fucking her was everything Megan could have ever wanted, and as she was filled from both ends, she yet out the most delightful of noises, squeals and whines and twisting yells as she felt the cocks push deep in and started at work, rocking in and out of her holes as the boys both held her upright with their bodies, keeping her in place as they focused on harsh, deep strokes that drove their cocks down to the hilt inside of her holes with each push. "Fuck me!" she whined, drawing out 'me' as long as she could. She bit her lip, eyes rolling back as pure heaven set in for her, the size queen given the thing she craved most.

It felt like only a thin wall separated their cocks as they hammered Pixie hard, having pushed and pressed her insides so think through stretching her holes out. It was a delight to feel the other's thrust, to try and time their pushes so that they could both slam into the hollow mutant all at once, driving the pink haired girl absolutely wild with excitement. Teamwork never seemed easier to the guys, who may have shared plenty of girls before, but never with such cooperation and friendliness; they had been through enough today that their rivalry seemed to have crumbled utterly and left only a relationship predicated upon fucking each others' girlfriends, and from time to time other students and teachers in the school too.

Prodigy knew he was about to have a real good time with this funfaithfulness thing.

"Nngh, fuck me fuck me fuck me fuck me!" Pixie was down to rapidly speaking the same thing over and over, pleading them to give it to her as hard as they could amid the hot twisting of her body, the way she craved sex more than she could process. It was so much so quickly, the immediate thrill of everything being done to her just too much to bear, and she was finally just done with it. Another orgasm came crashing down onto her, and she was loud as could be as it hit its amazing peak. Her holes both clenched in unison around the cocks fucking her raw and she let out noises too intense for anyone to handle as the boys winced as they came too. Hot jets of spunk flooded into the needy fairy's holes, making her yell and twist as she felt the double shot of gooey warmth inside of her, the sick, twisting thrill that she couldn't get enough of, as the boys needed to pull her off of their cocks and actually rest her down on the bed due to the way she shivered and whined, groaning in pure satisfaction but not really able to hold herself up under her own weight.

Which still didn't stop her from crawling over toward Laura, pushing her creampied twat down onto her lips and letting Prodigy's' cum leak from her hole as she murmured a weak, "Eat my creampie." For someone who could hardly stand, she was pretty insatiable.

"You know you're going to have your hands full with her, don't you?" Hellion asked, watching in amazement as she humped Laura's lips even while struggling to climb her way up with her hands on the headboard.

"Yeah, I don't know how I'm ever going to keep her down for a night."

"Lucky guy."


	14. Sweet Vengeance part 1

"I know that it's the follies of love sickness to want to never be apart from your new girlfriend, but what exactly do you think she will be doing here?" Emma said, arms crossed as she looked over at Pixie, fluttering and smiling as she floated beside Prodigy, who arrived at her chambers for his usual session with her in tow. "I have already given you several nights free from your lessons so that you two could get your excitability out of your system when I easily could have said no, and I will to allow her to turn this into some trashy threesome fantasy that you have been cooking up."

"I just wanted to watch," Megan muttered, a little hurt by the immediate and forward dismissal of her very presence.

Prodigy stuck up for her, shaking his head. "She didn't have anything else to do, and I thought that if your lessons were of such value, that maybe she could learn something too, so that she and I would be better prepared for when we're 'ready'."

Pixie chirped right back up after a momentary little sag of her usual pep, smiling and fluttering up around him in circles, leaving the multicolored sparkles shimmering down to the floor. "And until it's time for me to get pregnant, I get to learn how to fuck better!" 

"I'm going to need to vacuum this entire room when we're done," Emma groaned, head in her hand as she looked at two of her students. "Very well, Miss Gwynn. If you agree not to disrupt the session and to keep any noise you make to a minimum, you may sit in on this session, but your pants are to remain on and you are not, under any circumstances, to masturbate. Are we understood?'

"Perfectly, Miss Frost." Pixie could not have seemed happier, and it left her glad that she was always so generally peppy, because it made it easier to hide the scheming grin that she would have been wearing anyway. To that end, she was almost amazed that Prodigy was able to keep his face straight as he stood there, acting like everything was completely normal to him.

"Very well. Prodigy, on your back on the bed. You know the procedure by now." Emma smiled, slowly taking off her gloves and hanging up her cape. She stripped down steadily and methodically for what she expected to be another routine session. "Hopefully, your time slacking off from your duties to consort with Pixie has given you more cunnilingus experience. Knowing your tongue is better equipped to pleasure me would be the only way I would be certain that it was even remotely worth allowing you to have some nights off." Her boots went next, then her pants and her top, then finally the lacy undergarments. All with a careful, almost cold undressing, all meant for the utility of undressing and not for the excitement of the student about to service her. She kept it cold and distant.

In the passing weeks, Emma's sessions had only become cooler and more aggressive, which David had hardly thought possible until he watched her not even bother enticing him as she undressed, just taking her clothes off like she was trying not to disturb them, like she was going to fold them back up and didn't want them to seem warm. But David would have been lying if he said that just about everything weird with Emma was something he just tried to accept. The school's headmistress wasn't the most normal of women, even by the wildly individualistic standards of mutants. Fretting over it just wasn't worth that stress.

Prodigy undressed quicker and more recklessly, stripping himself down to nothing as his eyes lingered on Emma's round backside a moment. He slipped onto the bed, lying down in a supine position and readying himself as she walked over to him, his cock already rigid with excitement.

"Pitiful," Emma scoffed, looking at Prodigy's cock. With his size it looked anything but pitiful, but she quickly added, for posterity, "If the mere sight of me naked is enough to stir these frustrations in you, then one can only imagine how weak your will truly is." She shook her head as she climbed onto the bed, fingers briefly running across Prodigy's forehead as she went along to grip the top of his head and hold him in place. She didn't check to see if her psychic locks on him were still active, if the obedience that she had programmed him with was still there. She didn't have any reason to thin they weren't, and any time wasted on such vigilance could have been spent feeling his devoted tongue.

Settling onto his head, Emma gladly sat on her student's face, pressing her puffy, damp mound right up to his lips. "Worship my pussy, Prodigy. As usual, you will have to earn the privilege of fucking something this wonderful, and I think with how badly you have neglected your studies, that you are due for a few sessions worth of owed oral sex." She bit her lip and pressed down tightly, her weight pushing against him without a care for if it was too tight or not. All that mattered to her was getting what she wanted.

And Emma always got what she wanted.

Prodigy held onto Emma's hips, straddling the line of respectable and hungry as he began to do as he was told. As he was programmed to do. His tongue dragged up and down her slit, eagerly lapping at her slick hole, teasing up to her clit as he held onto her. He didn't squeeze at handfuls of her soft ass, didn't slap or fondle. Just held her steady as he pressed his head up against all the weight pressing down against him and did his most eager best to give Emma whatever she asked him to. It was, after all, what he had been mentally ordered to do.

The locks Emma put on Prodigy were to keep him in line. To make him docile and not someone who would rise up and try to dominate her in turn. Someone who would be happy to lie on his back eating pussy for hours, an obedient servant whose expert tongue made for such a perfect worshiping of her plump, puffy, perfect pussy. She moaned, gripping his head tightly, feeling that tongue slithering about within her, slipping out of her to lap up and down her clit aggressively as he called on the knowledge lingering in his head about how to perform this exact task, information he probably should not have had, but which he couldn't help but embrace so eagerly as he went at her.

"Good boy," Emma moaned, biting her lip as she rocked back and forth against his tongue, grinding up on him as she relished in having him once more between her legs, which tightened onto either side of his head. "If you're lucky, I might let you fuck me tonight, but only if you can be quick about paying up your due orgasms with that skilled tongue of yours." She was elated to once more be atop him, to relish in his absolute servitude. She hadn't seen him since he fucked Betsy in her office, and in that time she had definitely been left wanting, even if such an intense display of dominance was nothing like what she actually wanted or expected from him.

Pixie sat in a chair, whining as her hands grasped the arm rests, holding tightly onto them and keeping her hands away. She watched everything, from her boyfriend dutifully eating their headmistress's pussy to said headmistress riding his face, her breasts bouncing and her every moan and word so loving and infectious. But she was going to do it, going to stay right there and accepting what she had agreed to do, not breaking away from that no matter how much she wanted to, no matter how bad the sight of her boyfriend eating their principal's pussy got her all hot and bothered.

Emma didn't slow down, bucking wildly and moaning as she took what was rightfully hers--in her eyes, at least--and rode his face mercilessly. Nothing slowed her down, nothing stopped her mad pursuit of pleasure. She looked cold and composed, but on the inside she was burning up with lust, and the most important part of riding his face was to just keep going, to buck against his lips and have him drink down her orgasm. Drink down her next ten. It was all the same to the blonde, who held tightly onto his head and purred, "I'm getting close, and you're almost one day, Prodigy."

The words were the inspiration David needed to keep holding, to hold her hips just a little bit tighter as he gave her all of the adoration she craved. Emma was her own shrine to vanity and she craved the eyes on her, craved his touch and his worship, and he gave it to her unconditionally. Mostly because she'd told him to. It was a lot to handle but he didn't let that get in the way of his devoted treatment, devouring her pussy and making her moan eagerly, throwing caution to the wind as she rocked harder and faster along his lips in pursuit of release.

It was a release Emma didn't need to worry about too much longer, working herself to the edge and crying out in delight as she came, as her body trembled and she found herself crashing into a powerful orgasm. One that left her spine arching back and a cry shuddering on her lips as she lost herself utterly to the crushing thrill of surrender. She wasn't quiet in the least as she bucked wildly about, shameless and in control of the situation, relishing in her dominance over the young, hung student and the way he was so eager to pleasure her, to service her utterly and without question. Even then, as she yelled, "Such a wonderful pussy licker! Maybe there's a place for you after all; on your knees and serving your queen."

Whipped into a frenzy from the domination of her student, Emma pulled back, moaning as she licked her lips and slipped off of him, continuing her domination of him not through having him service her, but through more wicked, verbal terms. "And you have such a nice cock, too," she purred, reaching her hand down to rub it as she wriggled back, ignoring Pixie in the room and that she was being watched as she did this. "Long and thick, with a heavy pair of balls that always seem to be just bursting with cum." She got down on her stomach between his legs, speaking so close to the tip of his cock that her breath ran along it, making it twitch as she spoke in sultry tones and slowly brushed her fingertips along his dick. Hardly even gripping it as she left him with specter of strokes, the mere promise of them if only her grip would firm up a little bit. "You would make a woman very happy. Make such perfect, strong mutants, but you're not doing that. You're using your tongue to make me feel good, and I bet you're just aching so badly for me to suck your fat, throbbing cock, aren't you?"

"Yes," David groaned, head rolling back as her hot breath ran along his cock and her fingers taunted his dick. "I want it so badly, Emma." He knew it was a tease, knew it was all designed to rile him up, but he couldn't help himself. "Please, suck my cock. I promise, I'll do anything, but I'm so horny, and your mouth looks so warm right now." He let out all the right noises and played up his eyes remained shut so that he could keep a straight face.

"You're like a dog," she says, and even though her words are harsh, she keeps her teasing tone. "No concept of self control or obedience, let alone respect. Which is why, until I can think you're worthy of my trust, I won't ever suck your cock. It's pathetic how you--" Instead of a word, Emma simply made a choking sound as her eyes widened in shock and utter disgust all at once, feeling a hand having grabbed the back of her head and shoved her down onto his cock. She stared up in shock at Prodigy, who responded with the smuggest smirk she'd ever seen, so self-satisfied that she almost envied him.

The grip in her hair tightened and her head was guided up and down his cock with a steady and careless speed, as Prodigy took charge of the situation. She was torn between asking him, "How?" and, "How dare you?" but with a dick suddenly plugging her throat, she didn't really have the chance. He'd driven her head almost all the way down, and as he rocked her head along his cock there was nothing even faintly gentle about the treatment she received.

"Psylocke broke the mental locks you put on me, and added a little note for me when I woke up the next morning explaining what you'd put in my head. Making me more docile toward you, always keeping me submissive and eating your pussy." As he spoke, he adored the way she sputtered and choked on his dick so noisily, stopping for a moment to savour it as he watched her eyes spark over with wicked flame. "I guess you got tired of just mentally making me lie still, and decided you wanted a servant who would do whatever you asked for. But I'm the pathetic one, right?" He snickered, gladly thrusting upward into her hot, wet mouth. "Well, you like talking up my cock so much, why don't you do the oral worship for a change?"

"You're not pathetic," Pixie said, buzzing up from her chair and give a fly-by slap to Emma's ass. "And you're right, she should have a turn worshiping your cock if she loves it that much. Fuck her face hard, baby. I know it's one of my favorite things, and I'm sure she'll come around."

The disrespect that seemed to make up the entirety of what was being done to her left Emma bubbling up with anger and frustration, but all that she could get out were the gagging noises that failed to help her at all, drool dripping from her chin as each harsh slam of Prodigy's hips upward made his balls slap against her chin. It was savage, the harshest bout of cock sucking that Emma had been subjected to probably in years, as the fearsome respect that she commanded allowed her to usually set the pace to what she wanted, but here, she was a gagging, drooling wreck with her hair getting pulled on and an annoying, diminutive fairy slapping her ass. This was not even close to the kind of situation that Emma would have wanted to be in.

And yet, the raw dominance of it all, the assertiveness with which Prodigy held tightly onto her hair and slammed forward, talking to her like he was ready to take control and actually possessing the conviction and the power to do it, to fuck her hard and show her no mercy. There was something to be said for such power, for someone who was willing to size what they wanted so eagerly, especially when they had actually coordinated a trap to spring on her, planning a mutiny in the bedroom but keeping on with appearances until then. It was a wonderful deception so cutthroat. Almost clever enough to make her proud of her students.

"Things are going to be different around here from now on," David groaned, continuing to violate her mouth thoroughly. "I'm done being your servant, and I'm done holding back and letting this all be on your terms. If you really want to do this, then it needs to involve a whole lot more of me fucking you raw." It was something that she had always denied him, but it had been everything that he'd wanted now to subject her to as he slammed up into her throat, loving the feeling of her throat spasming around his cock as he facefucked her at long last. He needed this so badly, and the way he watched her eyes go from indignance to a strange sort of acceptance only made it better still.

To cap off how different things were about to get, David tugged back on Emma's hair, guiding her brutally back and off of his cock as he took his eager revenge up to another level, grabbing the base of his cock and slapping it down against her face, rubbing it along her features as she whined and panted, a shiver running up her spine as Pixie kept slapping her ass. She didn't say anything, not sure she even could, as she felt the slimy cock dragging along her face. She was too busy breathing and trying to still her head as it spun wildly about to do anything, which left her vulnerable to the big, gooey facial that David had been waiting to give her. Cum sprayed all over her face as David yelled something she could hardly even process amid the feeling of hot cum splattering all over her face, drool dripping from her lips and her chin. She'd been marked, and rather than burn up in pure, bubbling fury, she couldn't help but feel heated up.

"Okay, now fuck her pussy!" Pixie said happily, smiling as she grabbed hold of Emma and guided her into position, roughly handling the headmistress as she sought to nobly help her boyfriend get his much deserved revenge. "I want to see you ruin it!"

"This wasn't supposed to happen," Emma groaned, lying on her back as she looked up at Prodigy as he approached her. The vengeance that drove him was an intense one, and she wondered just how hard a fucking she was in for after the stunts she'd pulled and the things she'd done to him. In truth, she probably deserved his worst.

"Megan, come measure my cock. I want to see how deep into Emma it goes." David had invited his girlfriend along with good reason, and he was eager now to really start appreciating the opportunities before him. She was here to gloat, to play with Emma and to help facilitate every last perversion he had in mind for his headmistress, who had definitely earned the most depraved and dominant he could give her.

Pixie gladly went over, laying some kisses onto her boyfriend's cock head as one hand settled down to his base and the other tapped his tip. She kept her hands that same length apart as she guided them up to show Emma the length, as if she hadn't already become intimately familiar with his cock, but then she laid the hands down onto Emma's body, and the comparison sent a shiver up her spine as she stared down at it. The base hand rested right on her pussy while the other fell onto her lower stomach, her eyes widening in amazement and delight as she saw just how deep the big dick sank. "Wow, you must fill her all the way up!" she said eagerly, eyes wide with excitement. "Right up to her womb, right?"

"Yeah, I do. Why, do you think I should knock her up?" David asked, smirking as he eased his hips forward. "You seem pretty quiet, Emma. Home on, you're supposed to be head bitch in charge, say something." All he got was stares torn between indignance and need, and he shook his head. "Wow, this isn't like you. Oh well, I guess we'll just have to keep going. Megan, why don't you help me inside of her?"

It was Megan's pleasure to handle David's cock as he finally revenge fucked Emma. Grabbing hold of his dick, he guided it right up to her entrance, and watched as her frosty veneer began to melt away, moans bubbling immediately as his cock head sank past her puffy lips and into her dripping pink twat. Pixie happily guided his cock into her and stroked it as he sank down, the approach so slow and careful, unlike the ferocity he'd given her mouth.

Emma didn't speak for worry of lacking conviction as he taunted her. There was no way for her to deny how good the facefuck he gave her had been, how wet it made her, and as her head spun around guilty possibility, the idea of being bred sounded better to her than it had any right to. She was in a strange place, wanting her servant back but suddenly seeing a new Prodigy. One who she almost wanted to take her. That was only made more obvious as his cock sank into her, her aching hole greedily clinging to it as she whined. She was no stranger to having Prodigy's cock inside of her, but it had been a few days, and never had she been quite so desperate for it before now, when his facefuck had left her primed and ragged.

It was big. Big enough to make her moan as he opened her up, stretching out her needy hole and preparing her for what was to come. Her head rolled back as Pixie caressed her body, spreading her pussy lips out and massaging them as she watched the cock go into her. It was incredible to behold, and the feeling had never been quite so relieving or cathartic. When he was all the way in, cock pushed to the hilt inside of her, she could feel him just short of bottoming out inside of her, filling her up so utterly. It was perfect, his massive cock an amazing fit for her needy twat. 'Nngh, so big," she whined, jaw trembling as her eyes closed, her reaction so brazen and loud, but she couldn't help herself. "But I thought you wanted revenge. This doesn't feel much like revenge at all to me." Why was she goading him? She didn't understand even herself anymore as she winced, the squirming continuing as she lay on the bed and almost challenged him.

Pixie's fingers danced up slowly as his cock pushed into her, until she rested them right at where his cock was supposed to go. A small bulge in her stomach from where his cock head opened up and stretched her needy twat out even deep left her with something to toy eagerly with, to the whimpers of the woman being opened up like that. "I know the bulge is bigger for me, but... I think yours is even more fun to play with," she said, caressing the bulge lovingly as she stared down at the writhing, excited woman, so eager to see her shatter.

"It's okay, headmistress. We all know that means 'please," Prodigy teased. One second, he was resting inside of her, his cock almost passively enjoying the soft heat wrapped around him. But in the next, he was drawing his hips back quickly and hammering forward into her, catching her utterly off guard as he began to fuck her. It was hard, fast, and without a shred of mercy, just the rapid-fire use of her body as she cried out in delight from the force of his hard cock suddenly rocking in and out of her body so rapidly. "You don't need to say it out loud, I know that all you really want is for me to fuck you as hard as I can."

The rush of power that Prodigy felt as he took it hard to Emma, as he finally found revenge in putting her in her place and turning the tables was a greater one than he could have ever imagined it would be. Even in the frustrated fantasies he'd held about it for long before Psylocke undid Emma's mental fuckery, he had never imagined it would feel so good. Prodigy felt himself consumed with a need to go all out and shut her down utterly, nothing short of breaking her into a state where she was begging for his cock and his cum and he had utterly torn down everything about what she had done to him was going to make this better.

Emma was without words, too busy moaning as she trembled on the bed, her breasts heaving as he fucked her raw. There were few things quite as amazing in life as being ploughed by someone with a big dick and a reason to really stick it to her, and his anger was all the fuel she could have ever hoped for. The fury and the need to put her in her place all drove him to fuck her with a ferocity that could scratch an itch within her that had gone ignored for too long.

Pixie had taken care of her needs feverishly before arriving so that she could focus without getting too worked up, but she hadn't really expecting how horny she would end up, and her vibrator could do nothing for her as she leaned in and pressed kisses onto the bulge, right over the entrance to Emma's womb as she peppered all the attention she could onto it. "You have to knock her up, Prodigy," she moaned. "Do it for me, please." Her tongue entered the equation, dragging eagerly along the skin and licking at the bulge, which pushed Emma's excitement even further still as her body was treated to firm, steady, utterly adoring touches.

The pleasure was blinding and a little bit overwhelming, with Prodigy's thrusts relentless and constant through his fierce, harsh use of her pussy. And the more she felt of it, the more Emma couldn't help herself, moaning loudly as her body heaved, breasts bouncing from the force with which her body was rocked. The thick cock hammering deep inside of her sent shock waves through her whole body, making her burn hotter as she was treated to his endless, relentless violation. It was incredible, and any fight that she may have had in her was gone now as she cravenly accepted the mutinous turning of the tables. Hours of having a tongue lapping at her pussy would not have felt as good as this did in the single frantic round, her adrenaline pumping and her body treated to a savagery that she had never let Prodigy indulge in with her before.

But Prodigy had also never fucked anyone as hard as he was currently fucking Emma. The addictive power seized him and drove him eagerly, his harsh use of her body refusing to slow down as he subjected her pussy to a brutal thrashing, seeking only to make sure that he left his mark and made clear how things between them were going to be in their 'lessons' from now on. "Get ready, because I'm about to cum in your pussy, and I'm thinking I might actually do what Megan says and try to breed you."

Emma's head rolled back as his commanding, dominant warning of his impending orgasm was enough by itself to drive her harshly over the edge. She yelled in delight, hips bucking and body thrashing about wildly as she took the sudden swell of pleasure. Screams of delight rang from her lips as she came, as her orgasm surged within her and the shameless need for cum consumed her. She thrashed on the bed, hips rising off of it as she felt the cock, the fingers, the loving tongue on her stomach, all pushing her madly over the edge and into a level of pure need that seemed a far cry from the composed and steady confidence that she carried herself with. This was not the Emma Frost who stood cool and in control as she guided the entire mutant race into a new world with a steadfast hold on every last one of her beliefs. This was the Emma Frost who came at the mention of being bred as she submitted utterly to a cock.

With her pussy spasming around his cock and her crazed, needy yells lacking in any words as she just embraced without shame how good every part of her felt, David knew the time was right, slamming deep into her and groaning as his cock twitched within her needy pussy. He came hard, a heavy volume of cum pumping deep into her pussy as his cock brushed up against the entrance to her womb and made itself aggressively, harshly known to her. He'd never blown such a massive load inside of her before, but then, he'd never been quite as fervid about pounding her raw as he was in that moment.

Prodigy slowly withdrew his cock, staring down at her ravaged and sloppy pussy. "I like it," he said in admiration of his work as cum began to trickle slowly out of her hole. But Pixie was quick on the take, running her fingers down to her slit and pushing the cum back into her. "Megan is going to make sure that my cum stays inside of you while I play around with the rest of you, just to make sure it takes."

"Th-the rest of me?" Emma asked. It was a shaky, breathy question as she stared up at Prodigy, trying not to whine and biting down on admitting how much he wanted her to fuck her pussy again.

"Did you really think you would get away with acting like such a bitch?" Pixie asked, direct and uncharacteristically cutting as her eyes flashed with a twisted glee. Her fingers continued to push the cum back up into the sloppy pussy her boyfriend had just ravaged and seeded.

Prodigy smiled. "I'm not going to fuck you again until I have covered you in cum. After all the time you spent making me eat you out again and again before giving me anything, I think you deserve a little bit of the same."

"That part was my idea!"

Emma groaned as she realized what she was in for, yanked up off of her back and put to work as the twisted couple set out to really make her suffer. And the truth was, she probably deserved it. All of it.

First, she was rolled onto all fours, David delighting in smacking her ass a few times and leaving the cheeks a little pink before he settled his cock down between her plump, round ass cheeks, gripping and pressing them against his shaft as he quickly, furiously hot dogged her. It wasn't difficult or complicated, but it was still a use of her body that left her with a cock rubbing up against her skin and being given no pleasure or feedback in return. Just the use of her assets for someone else's pleasure instead of for her advantage, which was the opposite of how she liked her body to be used. But of course, that was entirely the point, and she could feel Prodigy's eyes staring down upon her ass as he smacked it and made sure to use it as thoroughly as he could.

Lying underneath her headmistress while she was on all fours, Pixie fingered Emma from beneath, keeping the cum pressed inside of her hole as she ignored all the dripping quim that followed, giggling each time some of the blonde's sticky nectar fell onto her cheek. She was fine with playing the supporting role and letting David have her body get him off, glad to see him enjoying himself. Especially when he hit his peak, when he yelled and struck her cheeks one last time. He came all over her back, white streaks landing everywhere as her shoulders tensed, the sticky, gooey warm sensation splattering down onto her frustrating for the fact that it wasn't anything more than that.

David took his seat on the bed as Emma was dragged by the hair down, her head shoved into his lap as she was "treated" to another brutal facefucking. But this time, it was Pixie who held the reins, her small hand wrapped up in blonde hair as she guided Emma's head up and down, gleefully getting carried away as she yelled, "You don't deserve a dick this nice! Not when you're being so mean to my boyfriend. You should be so lucky that he wants to fuck you because if I had it my way you'd be tied up and watching us fuck instead!" Megan couldn't help herself, driven by a strange, twisted need to get revenge in the name of her beloved, riding the same high that he was in the process.

As long as Emma was gagging and drooling on his cock again, Prodigy was happy with whatever route this madness all took, and listening to his girlfriend furiously stand up for him while brutalizing Emma like this had him all kinds of hot and bothered. He knew he was going to have to thank her for this with a mind blowing night of one on one sex between just the two of them, but for the time being, he focused on the task at hand, warning Megan of when he was going to cum so that she could pull him back. Their gasping, red-faced headmistress took another big facial, and she looked absolutely spent already. She

But they weren't even close to done with her, as she was then slammed down onto her back. David laid his cock over her slit and rocked back and forth, grinding up along her pussy, letting his dick drag back and forth, getting off on the heat radiating off of her pussy. The fact that in the process he rubbed up against her clit only made it better as he groaned, "I bet you want my cock inside of you so badly right now," he taunted her. "Seeing it there, feeling it against you. Knowing how big it is, and that I could be fucking your brains out right now. It must drive you fucking crazy to see my pre-cum leaking onto your stomach and not into your pussy as I give you another load of cum and try to knock you up again."

Emma wasn't in any kind of position to actually fight against these words anymore. She was too tired, too worn down. "Y-yes," she groaned. "Yes, please, David, I need your cock so badly. I'm sorry for all of it, just please put your dick back in me and fuck me. I need it." Normally, Emma was above begging, but that point had been so far behind her now that she almost didn't know how she was holding onto herself now, writhing about in burning need. She was willing to apologize and beg and do everything she could to get him to fuck her again. She took a very utilitarian approach to it; if she begged, she would hopefully get the sexual relief she craved. But instead, she got cum spraying all over her stomach, and absolutely none of the penetration she craved. Didn't even get off on the grinding before he pulled away again.

Titfucks were generally one of Emma's favorite weapons, a way to ensure she had someone entranced by the ample depth of her cleavage and the perky bounce of her breasts. The mere promise of one was often times enough to get her way, but when she had to give one, she always dictated the pace. Which made it so much more infuriating to have Prodigy's fingers sinking into the soft flesh of her tits as he guided them up and down his cock, thrusting for extra friction as he fucked her tits with a careless, reckless, and completely dominant approach. Although for all it infuriated her, it was turning her on in the most bizarre of ways.

"You can admit this is turning you on, it's okay." David couldn't help but want to keep rubbing it in, no matter how much he talked on and on. It wasn't losing the appeal. "I always got a vibe like you were overcompensating for how much you loved getting fucked by trying to be way too dominant to admit you want to submit, but I have you covered now." Covered in more ways than one, as he kept thrusting into her breasts, their soft, warm embrace helping drive his cock closer and closer toward the edge. Emma didn't dignify his words with a response, simply moaning as her pussy was toyed with by his girlfriend, but as he pulled his cock back and painted her breasts with cum, he certainly got the last word in where it mattered.

Already covered in cum everywhere as each generous load that Prodigy's cock loosed onto her body had been a massive one, Emma was treated to the worst yet as David sat down on her face, shoving his balls against her lips as his cock rested on her face. Pixie was all too happy to take hold of it, slapping it down onto her face and decrying her with as many vulgarities as she could muster. "How's this feel? He's not mind controlled anymore, and now you're getting treated like what you are. Suck on his balls, this is your new place!" She was over-eager, getting too worked up and going even further than her boyfriend was as Pixie proved herself incapable of doing anything in half-measures.

But as far as Prodigy was concerned, she was so much hotter this way. She didn't throw around any cruel words, but her biting sentiments seemed to be exactly what she would have sounded like in control, and with her guiding his cock down onto her face, inadvertently giving him a handjob in the process as Emma sucked on his balls, he was in heaven. If this was what his nights turned into, then he was more than okay with having suffered through the orgasm denial and constant verbal beratement from Emma. And to cap that fact off, he got as much of his next load onto her face as he did into her hair.

Emma whined as she was pulled off of the bed, the two of them walking around her. "Do you think that's all over enough?" he asked. "I don't want to actually fuck her if she hasn't earned it."

"I think it might be." Pixie admired Emma's body. It was a cummy disaster, the kind that looked like Rogue in one of her class-long bukkake sessions. It leaked from her pussy now that Pixie's fingers weren't keeping it in, running out amid all of the dripping nectar her twat simply did not stop running with. It ran up her back, all over her breasts, along her stomach, with so cum cum on her facial features that, while it was clearly and undeniably Emma, it was a startling and odd sight to behold. "I don't know how much more you can do to her."

"So you can fuck me now," Emma groaned, fingers toying at her hips. "You got what you wanted, Prodigy. Now give me what I earned." It was only as she said it that she realized what was happening, and the grin breaking across her student's face confirmed it.

"I changed my mind," he said with the widest shit-eating grin that she had ever seen. He'd been waiting so long to bust that move out on her in turn. "If you want me to fuck you, then there's something we have to do first. Get your boots on; we're going for a walk."

Emma's heart sank not only with disappointment about Prodigy not upholding his side of the deal, but with worry about what 'a walk' meant, where they were going, and how humiliating this was about to be for her.


	15. Sweet Vengeance part 2

There were two times in her life when Emma Frost had stepped out in public wearing only a pair of knee-high boots. The first time, she'd been wearing a collar, strutted out on a leash for an audience of men who all believed that her body was a commodity they could buy, that her pride was negotiable and that submission had a price tag attached to it. The Hellfire Club was a society of decadence and power, for the very elite of the world to gather and consolidate their might to guide the world by their hand, and power corrupted in a great many ways. She realized that, as she began to dance for their hungry eyes on that stage, as she realized each of them were wondering what this pretty now blonde toy would cost, and what they could talk her into doing. What a few extra bills stuffed into her chest could talk her into doing. What they could take by force, knowing she was merely a whore and that this was the kind of gentleman's club that cared little for its entertainment.

It was a disservice to her very dignity, but one that she endured through gritted teeth, knowing it would be worth it in the end. When she saw the opportunity, she took it, enlisted to the aid of Sebastian Shaw. Overthrowing the entire Council of the Chosen had been easy, the entire lot of them purged through violence, and by the end of it, Emma stood the White Queen. While the chess motif had hardly been her idea, she adored the symbolism of it, white representative of virtue and purity. A sick inside joke for the decadent secret society she now oversaw, but it was also a rebirth for her. She was reborn, and all of what she had done had been washed away through one simple fact.

She was the one with power now.

From the very moment she assumed her role as the White Queen of the Hellfire Club, Emma had resolved to never again submit to anybody she deemed unworthy. She had been weak once, had to claw her way through life to everything she now had, and she would refuse to ever be a commodity again. Power was not something easily parted with, and she understood now, as she sat on the throne, the appeal of debauchery, of being so powerful that nobody would stop you from indulging in all of the depraved question she could have asked. But she would be better than those awful, grubby men with their utter disregard for everything she was, who reduced her to a pair of legs and three holes. The kingdom of debauchery she would rule over promised to be one where everyone succumbed willingly, although for a telepath of her might, 'willingly' was a surprisingly flexible phrase.

The second time Emma Frost stepped out in public wearing only a pair of knee-high boots was under very different circumstances. It certainly seemed mutinous as she stepped outside, given the absolutely disastrous state she looked to be in. Cum coated her face and cast pearly white streaks through her messy blonde hair. Her thighs were sopping wet with glistening, sticky arousal, her pussy so thoroughly drenched that it visibly dripped before the eyes of stunned students who saw her walk through the hall. Her bouncing ass was sore and red from the strikes that Pixie continued to amuse herself with as she kept Emma walking, strutting forward with the slaps to her ass a surefire motivator.

A fully clothed Prodigy had wanted to walk ahead of her in a show of leading the headmistress, so desperate now for his cock that she agreed to this humiliation, but he realized that he would have blocked the view from everyone else, and he wanted everyone to see it, especially so he could soak in the looks on their faces. There was still little mystery as to who left her in such a sorry, slutty looking state, of course, and he wore his smile wide as he led her through the halls, parading the mess he'd made of the headmistress and ensuring everyone got a look at Emma in all of her smeared glory.

All the eyes staring at her made Emma shiver, made her bite her lip as she did her best to hold onto her composure with every step forward she took, some misaimed attempt at almost pride carrying her as she walked, a wreck of need and oral ravaging, her face still red and some drool strands leaning down her chin, as she felt the quaking, shivering lust consume her. She needed David's cock with an urgency that she didn't know how to handle, a lust that burned across every inch of her body as she was worn down by the crazed lusts that dominated her every thought. Her pussy ached for him, craving his cock buried inside of her with a ferocity that she had never felt before, her legs trembling as quim ran down her thighs, every step bringing her closer to what she silently hoped was relief.

David and Megan led Emma ultimately to the cafeteria, where everyone sat around in the wake of dinner time, just hanging out after their meal for the fact it was a space where there was ample seating to go around. So absorbed in what they were doing, it took a few seconds for conversation to die as eyes fell one by one onto the entrance, to the doors opening wide as Emma strutted through with cum on her face, wearing nothing but a pair of boots. It was quite the lurid sight to behold, and not an especially strange one for the details of it all given the debauchery the school had succumbed to, but the mere fact that it was Emma changed everything. Nobody had ever seen Headmistress Frost like this before; she wasn't a nudist like Storm or a bukkake slut like Rogue had turned into, didn't parade around her sexuality as she remained composed above everyone else. Even her presence at the Halloween orgy was a rumour nobody could prove due to nobody remembering much at all about the night.

Prodigy led the headmistress of the school right up to the front of the cafeteria, to an area devoid of tables where nothing could obstruct the view as Pixie leaned into him happily. "Headmistress Emma Frost is mine now!" he called out to the entire cafeteria. "I had wanted to think of some other way to make this known than to publicly claim her because you all get to see something that should be mine, but I need to make sure that the message gets across. Particularly to her, and fucking her in front of everyone should make it apparently." His hand bore down on her ass, a harsher slap than Megan had given it, and the blonde yelped as she stood before the students all staring at her, mutants watching in awe at the sloppy state of their headmistress.

Keeping her head low, Emma didn't know what to say, and mostly just fell silent, brimming with shame as the very intentional public humiliation she was subjected to left her squirming nervously, not sure what to make of this but feeling she would have paid any cost, no matter how steep or depraved, to be able to get the sexual relief she needed. She wanted him to fuck her on a level so deeply ingrained into her very core that she couldn't pull away from this, couldn't do anything smart or sane or sensible as she surrendered utterly to the depraved swell of cruel dominance that her own student was subjecting her to.

"Go on, Emma, tell everyone how much you need me to fuck you," he said. "They should all hear it, right from your lips. Tell everyone, because I think I need a bit of a refresher, too." He gripped her hair, tugging back on it a little and making her whine. Just little, dominant gestures of aggression to wow the people before him. David really had been unsure about doing it publicly, about letting everyone see it. He knew he'd get territorial, knew he was going to be more aggressive than he could handle, but neither he nor Megan could think of anything else that would work, and so he was left with the certainty that this was the only truly doable way to make sure that Emma was humbled and put in her place.

For a moment, all Emma did was whimper, a pathetic enough state for her to be in as shivered in frustration against the certainty that she was in over her head, but she knew that she couldn't stay silent for long. Even with all those eyes staring at her, even knowing that she was going to unravel everything about the demanding, cruel airs she put on. There was no salvaging her reputation from this and she damn well knew it, but even that couldn't help her in this hopeless situation, and she found herself simply having to say the words she knew would damn her.

"All I can think about is... Is getting fucked by David Alleyne's cock. It's all I want, and I'm so wet and teased from having to suck his cock, but he won't fuck me." She bit her lip, wincing as she refused to look at anyone or acknowledge what she was actually doing as she truly did leave herself damned by her own words. There was no coming back from this, and she knew she would be spending weeks rebuilding her reputation.

But then, why did it feel so fucking good?

The burning, hot gaze everyone stared at her with produced a funny reaction in Emma. Not funny like a joke, but funny in the way that made her hips shiver. Her thighs pressed together, and some part of her shivered with guilty, aching need as she let the words spill from her lips, like it was what she had been waiting to say all along in some sick way.

"Just to be clear!" Pixie yelled. "It's my boyfriend's cock she wants, and nobody else's! Prodigy's amazing cock that's proven so wonderful that it's managed to leave even the ice queen herself a needy slut who can't stop herself from wanting him. I want you all to remember this!" As she spoke, she leaned against him, smiling and kissing his cheek. She felt like the queen to his king in this depraved, mad scene, one that she had helped concoct. Her hand ran along his groin, grabbing the zipper of his jeans and starting to pull them down, opening his pants up and shoving them down, doing the same to his boxers then as she exposed his dick to the entire cafeteria. "But before she earns your amazing, massive dick between her legs, my love, you should have her worship your superior dick in front of everyone first."

"What a great idea," Prodigy said, smiling and not even bothering to pretend this was an idea that had just occurred to Pixie, and not something they had gone into this plan with. "Emma, you're going to earn your fucking with one last blowjob, and this time, I'm not going to grab your hair or have Megan move your head for you. You're going to get down on your knees and worship my cock like the needy fucktoy you really are, as an apology for what you've done to me. And then, I'll breed you in front of everyone here. Understood?"

Emma didn't respond with words as she turned around to see a bottomless Prodigy stand before her. She couldn't respond with words, more accurately, as she was too busy dropping to her knees, feverish and burning up as she took hold of his cock, knowing that he was playing games and that this was the entire point, but not seemingly caring enough to let that sense sink in as she grasped it and began to work eagerly at sucking him off. She didn't hesitate, didn't fight it, just sank to her knees and got his cock in her mouth as fast as she could. Emma just wasn't in a place where she could muster up any of that ice or disdain, couldn't hold out against the frustration burning between her legs and melting away everything about the chill composure that she carried herself so smugly with at all times.

All she could think about was getting fucked, and if earning that fuck was what she had to do then she'd do it, moaning as she started to slurp and slobber on his dick, no hand this time to guide the facefuck as she inflicted it all upon herself, pressing forward to let his cock slip into her throat. She didn't even care about how loudly she gagged as she took him down into her throat. There was no mystery about what he wanted from her, and Emma was in no position to give him anything else now as she surrendered to his cruel appetites faster than anyone could have ever imagined.

"Maybe if you hadn't been such a bitch through all of this, I wouldn't be treating you like my bitch now," David snared, staring down at Emma and soaking in the sight of her at work on his dick. This was the third blowjob he'd given her now, and after being forced by himself and by Pixie to suck him off, there was something delightful about watching her have to do it herself and actually following through with what he had demanded of her. "But now you're at least using your mouth like a good slut, and I guess when you don't have a mental hold on me forcing me to do what you want, you can't hold back your natural urge to worship cock."

The eyes staring up at him weren't as cold and furious as he'd been expecting them to be, and that made it all the better that she was going all out, her gaze softer and almost glimmering with submission as she throated his cock, gagging on it noisily and drooling on his shaft but not actually pulling away like she could have, like her body was telling her she should have. It was a desperate and obedient display of how much she was willing to do whatever he asked to get his cock, and that was a power that felt almost too addictive to hold over her.

"Look at her sucking your big cock down like a greedy gutter whore," Megan purred, remaining up against her boyfriend, just happy to be a part of this vulgar public show. "I guess I see now why she put you under her mental control; she wanted to pretend to be anything other than a drooling cockslut for a little while, but now you're putting her back in her face and she looks so happy to be there." She licked her lip, burning up with excitement herself as she watched Emma at work, but she was a consummate professional about it, knowing that this wasn't about her and that she was better off just enhancing the moment and playing along rather than going for anything too. They were walking a worrisome line and not even totally assured of its chance for success, so she didn't want to take too many chances.

The stunned audience who had received the unexpected sexual show couldn't believe what they saw before them. Public sex wasn't even too insanely rare a sight anymore, but rarely had it been such a vigorous and violent solo showing, and the fact that Emma was involved in particular made it shocking. Emma was like a forbidden fruit, someone whose style of dress didn't get sluttier and who wasn't perpetually down to fuck, and before them now, she was an absolute wreck as they watched her go at Prodigy's cock. Some people wanted to join, weighing the options of getting involved, but the stake that David was claiming was done with such a feral, territory expression on his face that nobody wanted to risk incurring his wrath. 

Not that the sight wasn't very worth enjoying. People couldn't help themselves to the intense, vulgar sight they were witnessing, hands slipping underneath tables in predictable fashion as people took the unspoken edict of "you can look but you can't touch" as far as they could, suspecting that for as much as Prodigy was talking to Emma like he'd be leading her through the school halls on a leash for the foreseeable future they expected that the sight of her slobbering all over a dick was something they were simply never going to get to see again.

Emma kept slurping and sucking as hard and aggressively as she could on Prodigy's cock, and the way her head spun as her throat spasmed around his cock and drool ran down her chin left her feeling like she hadn't felt in an eternity. It was a strange thing to lose herself to, but it felt so good to be submitting, to stare up at Prodigy and see someone so dominant and capable, able to put into no plain terms how much he craved her. It was such a departure from what she had known for so long, and the only thing that kept her hands from sinking down between her legs to tend to her burning heat was the fact that he'd only chide her more for getting off to her vulgar, eager submission. There was no winning move except to play along with everything he demanded of her, even as it twisted around into public humiliation and jumping through hoops to the verbal slap-downs of a cruel man who seemed to have no intention of rewarding anything.

"Now pull back, I want to cum onto your face again." His fingers dug into her hair and dragged her off of his cock, relishing in the volume of drool spilling from her lips as she sucked down ragged, frustrated breaths.

Doing exactly as she was told, Emma grabbed hold of David's cock, so slippery and slick with her spit that she could hardly keep her grip on it as she jerked him off, whining as she stared up at him, her tongue tongue out and her hand bringing his dick down to smack against it as she tried to work his orgasm feverishly out of her. she couldn't believe herself, appalled at her actions in so many ways all at once but for no reason more than the mere fact that she was letting him win. That he was actually properly, efficiently dominating her with such ferocity that in full view of her own students she was jerking him off to completion.

That she accepted his facial with a ragged moan, opened her mouth wide as his cock erupted and the spurting streaks of cum shooting up along her face, plenty of it landing on her tongue and leaving her with a chance to savour all that lurid, salty spunk. She was done for and she knew it, shivering as she kept stroking, milking every last drop from his shaft in an eager, greedy bid for more, and the second his cock was done she was immediately crying out, "Now fuck me, you bastard!"

Prodigy laughed, using his grip in her hair to pull her up to her feet now. "That's what I wanted to hear," he said, turning her quickly around and pushing her forward, bending her over the nearest table and making her stare at her own students in her disheveled state. "Now then. I don't just want to fuck you; I want to make this a bit of a final exam. You've taught me so much in the name of continuing the mutant race, and it's time I started using that knowledge, isn't it? So I'm not just going to fuck you. I'm going to breed you. In front of all of them. Are you ready for that?"

"I want my womb to be full to the brim with all your hot cum," she whined, pressing her hips back and accepting the lowly, pathetic place she occupied; there was nothing else she could do, no composure that she felt worthy of in this frustrated mess of a situation. This was it; this was the frank assessment of what she wanted, of the craving that burned her up from within. "So bred me, David, please. I need it so badly, and I want nothing more than for you to empty those big balls deep into my pussy! I'm so ready for you."

Emma had suffered enough. Vengeance was sweet and all, but he knew that she was in a place where he had to capitalize now, and in truth the way that he had worked her up left her pussy radiating with heat, and he didn't think he could go any longer without feeling what a desperate, sopping wet Emma begging to be bred felt like. he needed to take it, and was all too happy to finally conquer her, shoving his cock forward and claiming her with a single brutal thrust, making her scream out with a victorious and ragged howl as he began to fuck her from behind, keeping her bent over the table as he fucked with a fervor that he had possibly never fucked with before.

Once he was inside of her velvety twat, there was no stopping him. Every blowjob he'd subjected her to, every cruel word, every pair of eyes that fell on what he had deemed his, all served to leave him with a feral, dominant need to fuck her, something almost resembling a bestial urge to mate that drove him to begin pounding away at her pussy with all the fervor he could muster. He couldn't slow down, and the greedy, slick pussy tightly begging his cock for more as he finally claimed her was all the inspiration he needed to keep the pressure up, to hammer away and fuck her with an unrelenting fervor that was sure to leave an impression.

Megan whimpered as she climbed up onto the table, not only wanting to lean against her man, but to also take his lips. It was a kiss he gladly pressed into as his hands remained on Emma and his hips pounded happily away at her; to be violently fucking one beautiful woman and kissing another in plain view of so many people left him feeling dominant and like he was riding something special here, like the alpha of a pack coming into power through the savage marking of his dominance. "Nngh, not tonight, but I hope you're ready to fuck me like that some time soon," she whined. "If you're going to be breeding Emma then it's only fair you knock me up too."

"You'll be next once I"m done with her," he said, smiling into the kiss. To know that Megan was so okay with all of this insanity was something that left him certain he'd found the right girl, knowing she was a vital part of this entire plan and that she had been cool with it all the way through to its execution, never once faltering or falling to jealousy as she relished in the sight of him going all out on Emma. Sure, she had been the one to coin the term 'funfaithfulness' to begin with, but he had never fucked X-23 with this kind of possessive fury before, and to know that she was cool with everything from top to bottom was an incredible relief that only encouraged him to fuck Emma harder, confident that he could stake his claim without losing what he already had.

"You're not going to be done with me for a very long time!" Emma chimed in. "Ah, I can't get enough of your cock, and I'm going to go until I'm too tired to any more!" She threw herself back against him, pressing forward as she laid her hands onto the table for support to try and keep herself upright. Her breasts heaved, the drips of drool and semen giving them a very messy quality as the bounced, and she knew the audience's eyes were drawn to them as she was taken, but she didn't care enough to stop it, accepting everything that was happening to her as simply a fact now. A part of what was being done to her. She was far too gone to care about stopping this, or really stopping anything. Not when she ached with so much passion and the very feeling of being rutted this hard could have carried her off into her fantasies alone.

This was it. Her public claiming. The conquering of her body and her will in front of an audience who could not have been less subtle about what was happening, as amid all the mutants in the room she saw absolutely no hands, and there was at least one student in there who generally had an excess of hands. Everyone was enjoying themselves to the sight of Headmistress Frost getting rutted hard, and the way that she was an absolute wreck begging to be bred surely only made it worse for her, undermined herself and her authority so hard that she would need to come back hard the next day with an iron fist, and even then she wasn't absolutely certain of anything. This was a massive dragging down, a transfer of power she wasn't ready for the practical, realistic circumstances of, but she knew it was too late now to do anything to stop it.

And yet, as the meaty cock hammered so deep into her she worried he was going to penetrate her fucking womb at some point soon, all she could think about was how exciting it was. This was so exhilarating, so craven and depraved. The high she rode was more than she could handle, and she was all too happy to relish in submission, in the meaty cock filling her up to the brim and the threat of being bred. It helped her body was so desperate that it didn't even take long at all for her to lose herself, to be left screaming as an orgasm tore through her body, ran through her veins like fire. "Fill me!' she screamed as the sudden release hit her, overwhelmed by orgasmic bliss.

Never before had a pussy begged Prodigy's cock as hard as Emma's did in that moment, and he was all too happy to give in to her pleas as he shoved forward, showing her that despite three massive loads from having his dick sucked, he still had so much more to give her, pumping her desperate womb full of cum and shouting, "Emma Frost is going to be my knocked up fuckslave by the end of tonight!" as he continued to make damn sure that everyone knew it, the thrill of asserting himself proving sweeter than he could handle as he gave in to the needy cries of her body. He couldn't deprive her of his cum when he craved it just as badly as she did. All he wanted was to give her all he could.

So once his cock was done pumping her full, he kept going, resuming the savage pace upon her again as he snarled, "Best go again to be sure," as he kept thrusting. "My balls are still full, but you can feel that for yourself, can't you? While they smack against your clit. You're getting fucked like an animal, and you're moaning like a bitch in heat. You love this!" The high he rode only hot stronger as he kept going, as he savaged Emma with a ferocity that felt unmatched by anything he had ever felt before. There was no shaking himself from the lofty heights of pure bliss and extravagant debauchery he found himself sinking into.

How far he'd come from when this had all begun. He was a changed man in so many ways, but none of the leaps he'd taken had been so drastic as this; he could see in the eyes of the voyeurs watching him claim their headmistress something awestruck, like they had no idea their classmate could be capable of such a thing, and his territorial, savage fucking was leaving them amazed by it all. Not that anyone minded, of course, as it made Emma a ragged, moaning mess and gave them plenty to watch as hands remained firmly beneath the table, but he couldn't help but feel like he had changed in some very profound ways through it all.

Not that it deterred him, or even really gave him pause in his brutal fucking. His hips weren't going to slow down for anything and that included some sense that he was maybe going too far. He was all in now, nothing to slow him down as he went at Emma with a fire that burned hotter than he knew how to control. He could not have felt better, like there was no place he could be but here, balls deep in Emma and fucking her as hard as he could, a puddle of her nectar down onto the floor beneath her that his cum was starting to join as the massive load he pumped into her began to ooze out. Which in turn meant he'd have to fuck more back into her, of course, something he was already well on his way to doing as no matter how furiously he fucked Emma, she remained immaculately tight.

This release was even quicker than the first, spurred on by the realization that he actually stood a chance at breeding Emma, and that both of them were far more okay with that than they had any right to be. It was intense, and this time David lost himself first, slamming balls deep one final time into her, groaning and slapping at her ass as his cum pumped deep into her needy twat. He felt like he was owning her, claiming her in a way more intense and meaningful than he knew how to handle, and the only thing making it better was the fact that she seemed to love being owned, given the way her pussy spasmed around his cock and she felt another orgasm washing over her with searing, mad delight, her screams ringing out in the cafeteria for all to hear.

David finally stopped for good this time,, finally needing a rest after three back to back orgasms but keeping his cock buried inside of her to plug her cunt up. "Wow," he groaned.

David was expecting something more sultry and ragged out of Emma, but when she spoke up, she said, "Leave," with such conviction and clarity that it nearly made Prodigy double back in surprise. A mental command washed over the cafeteria in the direction she faced, and almost like robots, everyone got their pants situations straightened out, gathered their things, and walked out of the cafeteria.

Emma pushed forward off of David's cock and turned herself around, sitting on the edge of the table, her feet settling down onto the bench running along it as she smiled. "I could not have asked for you to play your part any better than that," she purred, licking her lips. "You're something special, Prodigy. I always knew you were."

"E-excuse me?" David asked, a bit too stunned by the sight unfolding before him to process thoughts. Emma had utterly changed her disposition and he wasn't the least bit ready to witness it. Emma shifted her composure before his eyes, taking a few moments to ice herself back up, sitting there smug and satisfied for a woman with two big loads in her twat and three on her face. She crossed her legs, her lips curling into a smile, and everything about what he had seen moments earlier simply gone.

"Oh, what, you think this was all you?" she asked, rolling her eyes. "Typical. No, David, you have been my long-term project since the very first day our 'professional' relationship began. Everything I have done to you since that very first meeting, and even before it, was all to lead up to this moment, and you were the perfect puppet dancing on the strings I pulled." She leaned back, head rolling about as she stretched herself out, carrying herself with remarkable smugness now for someone who'd just been publicly claimed.

"This whole school is lost to lust now. It's as obvious as can be; sex has become such a natural part of our lives that people have resorted to increasing levels of depravity to keep up with it all. Orgies both public and private, class room sex, teachers gladly walking around with clothes and letting their students get up to fuck them in the middle of class. It's no coincidence that nobody can remember anyone else from the Halloween masquerade, and it is entirely because of the mental haze I shrouded everybody in, letting them cut loose with unfettered carnal bliss. Decadence has taken over my new kingdom, and once more, I am the White Queen, but it's all for naught if there is not a strong alpha male capable of continuing the mutant species, is there? That's where you came in.

"You see," she continued, "The physicals we performed on you all before the experiment began included a measure of the fertility of every student in the school, and you ranked up at the top, and on a mental level, I knew you had exactly what it took. Other teachers did the assignments for me to make the idea more palatable to them, and I let them, because I wanted them on-board with my plan. But a little mental suggestion ensured the one result I needed for certain; you in my bedroom. I acted angry, pretended I loathed the idea and that you not being a 'real mutant' anymore was cause for objection, but it was all to help placate them, and lead them to believe they were getting their way as I enacted my plan. A mental block on you helped greatly, and I got to have my fun dominating you until it was time."

Once she had strung the words all together, Prodigy was starting to understand how it all fit in place, how she had indeed played everyone for a fool. And as he spoke, he could feel Megan tighten against him. "But Professor Braddock broke the mental lock, and--"

"And not only was I sitting there mentally veiled while you and Hellion fucked Psylocke, but I'm the one responsible for her need to indulge in her fantasy of being doubly penetrated to begin with. In fact, it was my influence on her mind in turn that made her do what she did to you. It all comes together, Prodigy. By then, you were on the verge of a relationship and your frustrations with me were at their height, as was your willingness to go into darker, more exploratory sexual places. The time was ripe, and you proved yourself exactly the candidate I needed. Dominant, fearsome, a true alpha ready for the next phase of this experiment to begin. I don't submit to any man, but you are not simply 'any' man. You were the only one who stood a chance, and you've performed so perfectly that I think you're ready for your final exam."

There were too many words for Prodigy to take in, too much about what Emma was saying for him to take it all in, his head spinning at the prospect of trying to piece together the words coming out of her mouth and how any of it made sense; he had months of events to mentally unpack and try to look back on, and there was no hope of being able to do that in his state, as he watched Emma carry herself well for a woman he'd fucked raw in front of an audience. All of that lusty whore was gone though, replaced now with the real Emma, and the contrast was so stark all he could think to say was, "M-my final exam?"

"Of course. Myself and Pixie surely can't be expected to shoulder the burden of an entire mutant generation, can we?"


End file.
